CORRESP 1 filename1.htm

bkyi20200717b_corresp.htm

July 17, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Jeff Kauten

Re: BIO-key International, Inc.

Registration Statement on Form S-1, as amended (File No. 333-239782)

Ladies and Gentlemen:

As the underwriter of the proposed offering of BIO-key International, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Monday, July 20, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectuses dated July 16, 2020 and July 17, 2020, through the date hereof:

Preliminary Prospectuses dated July 16, 2020 and July 17, 2020:

Copies to prospective dealers:	123
Copies to prospective institutional investors:	86
Copies to prospective retail investors:	204

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Maxim Group LLC

	By:	/s/ Clifford A. Teller
		Name: Clifford A. Teller
		Title: Head of Investment Banking, Executive Managing Director