BIO-key Announces Pricing of Upsized $21.6 Million Underwritten Public Offering

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Public Offering

BIO-key International, Inc. (NASDAQ: BKYI), an innovative provider of biometric authentication and security solutions, announced today the pricing of an underwritten public offering of 33,230,000 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and common warrants to purchase up to an aggregate of 33,230,000 shares of the Company’s common stock.  Each share of common stock or pre-funded warrant is being sold together with one common warrant to purchase one share of common stock at a combined price to the public of $0.65 per share and common warrant.  Gross proceeds before deducting underwriting discounts, commissions, and other offering expenses are expected to be $21.6 million.

The common warrants will be immediately exercisable at a price of $0.65 per share of common stock and will expire five years from the date of issuance. The shares of common stock and the accompanying common warrants can only be purchased together in the offering but will be issued separately. The offering is expected to close on or about July 23, 2020, subject to customary closing conditions.

Maxim Group LLC is acting as sole book-running manager for the offering.

BIO-key also has granted to the underwriter a 45-day option to purchase up to an additional 4,984,500 shares of common stock and/or common warrants to purchase up to an additional 4,984,500 shares of common stock, at the public offering price less underwriting discounts.

The offering is being conducted pursuant to the Company’s registration statement on Form S-1 (File No. 333-239782), as amended, previously filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”). A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at (212) 895-3745.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.