CUSIP No. 09060C507
ITEM 1.
(A) NAME OF ISSUER:
BIO-key International, Inc. (the “Issuer”)
(B) ADDRESS OF ISSUER’S PRINCIPAL
EXECUTIVE OFFICE:
3349 Highway 138, Building A, Suite E
Wall, NJ 07719
ITEM 2.
(A) NAME OF PERSONS FILING:
AJB Capital Investments LLC and AJB Capital Managers
LLC
(B) ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE:
4700 Sheridan Street, Suite J
Hollywood, FL 33031
(C) CITIZENSHIP:
Florida, United States
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, $0.0001 par value per share
(E) CUSIP NUMBER:
09060C507
ITEM 3. STATEMENT FILED PURSUANT TO RULE 13D-1(B)
OR 13D-2(B) OR (C)
Not applicable.
ITEM 4. OWNERSHIP
The information contained in Items 5-9 and 11 of the
cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
AJB Capital Investments LLC (“AJB Investments”) is the direct
owner of 26,137 shares of common stock of the Issuer, par value 0.0001 (“Shares”), constituting approximately 3.4% of the
Issuer’s Shares, and has the sole power to vote and dispose of such securities.
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AJB Capital Managers LLC (“AJB Managers”),
in its capacity as the Manager of AJB Investments, has the ability to direct the management of the business of AJB Investments including
the power to vote and dispose of securities beneficially owned by AJB Investments; therefore, AJB Managers may be deemed to have indirect
beneficial ownership of the Shares held by AJB Investments.
AJB Managers is managed by a board of managers (the “Board of Managers”)
which operates by majority vote such that no individual member of the Board of Managers has voting or dispositive control over the Shares.
Each individual constituting the Board of Managers therefore expressly disclaims beneficial ownership of these securities.
Pursuant to
Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that
any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities
covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the Units, and except to the extent of
its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.
All calculations of percentage ownership herein are based on 13,731,669
Shares outstanding as of November 17, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission (“SEC”) on November 20, 2023, which was further adjusted to 762,870 Shares outstanding as of November
17, 2023 by the Reporting Persons to reflect the Issuer’s 18-for-1 reverse stock split as disclosed on the Issuer’s Form 8-K
filed with the SEC on December 19, 2023.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF
A CLASS
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP
Not applicable.
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to
the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 25,
2024
AJB CAPITAL INVESTMENTS LLC
By: AJB Capital Managers LLC, its Manager
By: /s/ Ari Blaine, Authorized Manager
AJB CAPITAL MANAGERS LLC
By: /s/ Ari Blaine, Authorized Manager
INDEX TO EXHIBITS
| Exhibit 99.1 |
Joint Filing Agreement, incorporated by reference to Exhibit 99.1 to the
Schedule 13G filed by the Reporting Persons on January 10, 2023. |
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