DYADIC INTERNATIONAL INC (DYAI) SEC Filings

Dyadic International, Inc. entered into agreements for a capital raise combining a registered direct stock sale and a concurrent private placement of warrants. The company agreed to sell 3,625,000 shares of common stock at $0.795 per share under an effective Form S-3 shelf registration and to issue Common Warrants to purchase 3,625,000 shares at an exercise price of $0.84 per share, priced at $0.005 per warrant. Closing is expected on or about August 14, 2026, subject to customary conditions.

Aggregate gross proceeds are expected to be about $2.9 million, to be used for general corporate purposes including R&D, sales and marketing, administrative expenses, working capital, capital expenditures, and potential acquisitions or strategic transactions. The warrant offering is being conducted as a private placement under Section 4(a)(2) and Rule 506, with a Registration Rights Agreement requiring Dyadic to file a resale registration statement for the warrant shares within 30 days after closing. A placement agent agreement with Aegis Capital Corp. covers the offerings, and Dyadic and key stakeholders are subject to 90-day standstill and lock-up restrictions after the defined Release Date.

Dyadic International, Inc. is conducting a registered direct primary offering of 3,625,000 shares of common stock at $0.795 per share, for gross proceeds of $2,881,875. Aegis Capital Corp. acts as placement agent on a reasonable best efforts basis and receives a 7% cash fee.

Concurrently, Dyadic will sell in a private placement warrants to purchase 3,625,000 shares at an exercise price of $0.84, at $0.005 per warrant. Each closing is contingent on the other. After placement fees and estimated expenses, Dyadic expects net proceeds of approximately $2.28 million, to be used for general corporate purposes including R&D, sales and marketing, working capital, capital expenditures, and potential acquisitions.

Shares outstanding will increase from 36,438,703 to 40,063,703, and the company highlights immediate and substantial dilution of $0.80 per share to new investors based on its June 30, 2026 net tangible book deficit. Executives, directors, key holders, and the company are generally subject to 90-day lock-up and standstill provisions, and Aegis receives a nine‑month right of first refusal on certain future financings.

Dyadic International, Inc. reported second-quarter 2026 results showing a small revenue increase but continued significant losses and liquidity pressure. Total revenue for the six months ended June 30, 2026 was $2,072,094, up from $1,360,202 a year earlier, driven mainly by grant revenue and collaboration work. However, net loss for the six months was $4,078,567, only slightly higher than the prior-year loss of $3,821,353, as operating expenses remained well above revenue.

As of June 30, 2026, Dyadic held $4.8 million in cash, cash equivalents, restricted cash and investment securities and reported stockholders’ deficit of $2,387,244, compared with positive equity at year-end 2025. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next 12 months, citing recurring losses, negative operating cash flow of $3,781,366 in the first half, and a long-term accumulated deficit of $97,529,675.

The company is rebranding as Dyadic Applied BioSolutions and shifting focus toward commercializing non-therapeutic protein products using its Dapibus™ and C1 platforms. It relies heavily on external funding, including a $3,092,136 Gates Foundation grant, up to $2,432,756 from a CEPI-related grant, $5.09 million of 8% Senior Secured Convertible Notes outstanding, and a $4,238,000 at-the-market equity program that had not been utilized by the report date.

Dyadic International reported second-quarter 2026 results, combining growing commercial activity with mounting financial pressure. Total revenue was $961,138 for the quarter ended June 30, 2026, slightly below $966,630 a year earlier, as higher grant revenue of $837,252 offset lower research and development and milestone revenue. Cost of revenue rose to $984,165, driven mainly by CEPI and Gates Foundation grant activity, resulting in a negative gross margin.

Operating expenses shifted, with research and development expenses reduced to $332,621 from $629,379, while general and administrative costs increased to $1,689,863, reflecting rebranding, business development, legal and accounting spending. Loss from operations widened to $2,054,204, and net loss was $2,123,884, or $(0.06) per share, compared with $1,793,774, or $(0.06) per share, a year earlier.

Liquidity and balance sheet indicators weakened. As of June 30, 2026, cash, cash equivalents, restricted cash and investment-grade securities totaled $4,794,798, down from $8,587,289 as of December 31, 2025. Total assets were $6,536,531 against total liabilities of $8,923,775, and stockholders’ equity moved to a deficit of $(2,387,244). The company states management has concluded there is substantial doubt about its ability to continue as a going concern for the 12 months following June 30, 2026, and notes potential dilutive capital raises as a risk. Dyadic also highlights progress in commercial shipments, OEM distribution, precision-fermented dairy partnerships, and global health collaborations using its C1 expression system.

Dyadic International Inc reported that Francisco Trust under agreement dated February 28, 1996, a ten percent owner, sold a total of 95392 shares of common stock in three open market or private transactions on 2026-07-22, 2026-07-23 and 2026-07-24 at prices between $1.2131 and $1.3279 per share.

Dyadic International, Inc. reported that Nasdaq confirmed the company has regained compliance with Nasdaq Listing Rules 5550(a)(2) and 5550(b). As a result, Dyadic’s common stock will continue to be listed and traded on The Nasdaq Capital Market.

Management characterizes the resolution of the listing matter as providing greater stability and reiterates its focus on executing its business strategy, including developing and commercializing its own products, expanding adoption of its C1 and Dapibus™ protein production platforms, advancing strategic collaborations and pursuing long-term shareholder value.

DYADIC INTERNATIONAL INC reported insider activity by the Francisco Trust under agreement dated February 28, 1996, a ten percent owner. The trust received an 8.0% senior secured convertible promissory note initially convertible into 558,659 common shares at $1.79 per share, later amended to allow conversion into a total of 952,381 shares through lower conversion prices of $1.40 and $1.05 per share. Over multiple dates from June 2024 through January 2025, the trust also completed open-market sales totaling 172,864 common shares at prices between $1.80 and $2.43 per share, and reported direct ownership of 3,375,664 common shares after the most recent sale.

DYADIC INTERNATIONAL INC Amendment No. 2 to a Schedule 13G/A states that Francisco Trust beneficially owns 4,328,045 shares of common stock, representing 11.58% of the class. The filing corrects an immaterial error in a prior 13G/A and reconfirms no transactions since the prior filing.

The filing explains the ownership total includes 3,375,664 shares held outright and 952,381 shares issuable upon conversion of a convertible promissory note dated March 8, 2024 convertible at $1.05 per share. The filing cites 36,438,703 shares outstanding as of May 12, 2026 as the base for percentage calculations.