UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Bio-Key International, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
09060C101
(CUSIP Number)
February 28, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
| | Rule 13d-1(c)
| | Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 09060C101 Schedule 13G/A Page 2 of 5
___________________________________________________________________________
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Perkins Capital Managment, Inc.
41-1501962
___________________________________________________________________________
2.Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
___________________________________________________________________________
3.SEC Use Only
___________________________________________________________________________
4.Citizenship or Place of Organization
A Minnesota Corporation
___________________________________________________________________________
Number of
5.Sole Voting Power
Shares Bene- 2,600,000
_________________________________________________________
ficially owned 6.Shared Voting Power
0
by Each _________________________________________________________
7.Sole Dispositive Power
4,825,000
Reporting _________________________________________________________
8.Shared Dispositive Power
Person With: 0
___________________________________________________________________________
9.Aggregate Amount Beneficially Owned by Each Reporting Person
4,825,000
____________________________________________________________________________
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
____________________________________________________________________________
11.Percent of Class Represented by Amount in Row 9
3.5%
____________________________________________________________________________
12.Type of Reporting Person (See Instructions)
IA
____________________________________________________________________________
Item 1.
(a)Name of Issuer:
Bio-Key International, Inc.
(b)Address of Issuer's Principal Executive Offices
3349 Highway 138
Building A, Suite E
Wall, NJ 07719
Item 2.
(a)Name of Person Filing
Perkins Capital Management, Inc.
(b)Address of Principal Business Office or, if none, Residence
730 Lake St E
Wayzata, MN 55391
(c)Citizenship
A Minnesota Corporation
(d)Title of Class of Securities
Common
(e)CUSIP Number
09060C101
Item 3. If this statement is filed pursuant to ss240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) | | Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) | | Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c).
(c) | | Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) | | Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with
s240.13d-1(b)(1)(ii)(E);
(f) | | An employee benefit plan or endowment fund in accordance
with s240.13d-1(b)(1)(ii)(F);
(g) | | A parent holding company or control person in accordance
with s240.13d-1(b)(ii)(G);
(h) | | A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) | | A church plan that is excluded from the definition of an
investment company under section 3c(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) | | Group, in accordance with s240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
4,825,000 (includes 2,700,000 common equivalents and 2,125,000
warrants exercisable within 60 days)
(b) Percent of Class:
3.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
2,600,000
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
4,825,000 (includes 2,700,000 common equivalents and 2,125,000
warrants exercisable within 60 days)
(iv) Shared power to dispose or to direct the disposition of:
0
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see s240.13d(1).
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 five percent of the class of securities, check the following /X/.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
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 and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired and are
not held in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
March 10, 2015
______________________________
(Date)
/s/ Richard W. Perkins
______________________________
(Signature)
Richard W. Perkins
President/Portfolio Manager
______________________________
(Name/Title)