13.	SUBSEQUENT EVENTS

On October 22 and 29, 2015 the Company issued 84,500 shares (the “Series A-1 Shares”) of Series A-1 Convertible Preferred Stock at a purchase price of $100.00 per share, for aggregate gross proceeds of $8,450,000. The Series A-1 Shares are convertible at any time at the option of the holder into shares of common stock at an initial conversion price of $0.30 per share and accrue dividends at the rate of 6% per annum payable quarterly on April 1, July, 1, October 1, and January 1 of each year, payable in cash through October 1, 2017 and thereafter, in cash or kind through the issuance of additional shares of common stock.

On November 11, 2015 the Company issued 105,000 shares (the “Series B-1 Shares”) of Series B-1 Convertible Preferred Stock at a purchase price of $100.00 per share, for gross proceeds of $10,500,000, and 5,500 additional shares of Series A-1 Convertible Preferred Stock at a purchase price of $100.00 per share, for gross cash proceeds of $550,000.

The Series B-1 Shares are convertible at any time at the option of the holder into shares of common stock at an initial conversion price of $0.30 per share and accrue dividends at the rate of 2.5% per annum payable quarterly on April 1, July, 1, October 1, and January 1 of each year payable in cash.

The holders of the Series A-1 and B-1 Shares are entitled to vote on an as converted to common stock basis together with the holders of our common stock on all matters presented to our stockholders.

On November 11, 2015, in conjunction with the private placement transactions described above, BIO-key Hong Kong Ltd., a wholly-owned subsidiary of the Company, entered into a software license purchase agreement regarding a portfolio of mobile and online payment and security software technologies from certain subsidiaries of China Goldjoy Group Limited, formerly World Wide Touch Technology (Holdings) Limited, in consideration of a one-time payment of $12 million.

On November 9. 2015, the Company issued 25,000 shares of common stock to its directors in payment of board fees.

The Company has reviewed all other subsequent events through the date of filing.