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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange
Act of 1934
Date
of Report (date of earliest event reported): September 15, 2025

Dyadic
International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware | | 001-32513 |
|
45-0486747 |
(State
or other jurisdiction
of
incorporation or organization) | | (Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
1044
North U.S. Highway One, Suite 201
Jupiter, FL 33477
(Address
of principal executive offices and zip code)
(561)
743-8333
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
DYAI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
September 15, 2025, Dyadic International, Inc. (the “Company”) entered into an amendment (the “Amendment”) to
the Security Agreement, dated March 8, 2024 (the “Security Agreement”), with a majority of the current holders of the Company’s
Senior Secured Convertible Promissory Notes due March 8, 2027. Pursuant to the Amendment, Schedule A of the Security Agreement was replaced
in its entirety to reflect updates to the Secured Parties (as defined in the Security Agreement) thereunder, including the addition of
a trust for the benefit of the Company’s CEO, Mark Emalfarb, as a result of his purchase and assignment to him of one of the Company’s
Senior Secured Convertible Promissory Notes due March 8, 2027 in a principal amount of $1,000,000.
The
foregoing description of the Amendment is only a summary of the material terms thereof, does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
|
|
|
10.1 |
|
Amendment to Security Agreement dated as of September 15, 2025 |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
DYADIC
INTERNATIONAL, INC. |
|
|
|
Date:
September 16, 2025 |
By: |
/s/
Ping W. Rawson |
|
|
Ping
W. Rawson |
|
|
Chief
Financial Officer |