Dyadic International (NASDAQ: DYAI) adds CEO-related trust to $1M secured note

Rhea-AI Filing Summary

Dyadic International, Inc. reported that it entered into an amendment to its existing Security Agreement covering its Senior Secured Convertible Promissory Notes due March 8, 2027. The amendment, dated September 15, 2025, was executed with a majority of the current noteholders.

The amendment replaces Schedule A of the Security Agreement to update the list of secured parties. These updates include adding a trust established for the benefit of Dyadic’s CEO, Mark Emalfarb, following his purchase and assignment to him of one of the company’s senior secured convertible notes with a principal amount of $1,000,000.

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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

FAQ

What did Dyadic International (DYAI) disclose in this 8-K filing?

Dyadic International disclosed an amendment to its Security Agreement for Senior Secured Convertible Promissory Notes due March 8, 2027. The amendment updates the schedule of secured parties and reflects changes in noteholders, including a trust connected to the company’s CEO.

What is the purpose of Dyadic International’s amended Security Agreement?

The amendment replaces Schedule A of the existing Security Agreement to reflect updated secured parties for the Senior Secured Convertible Promissory Notes. This ensures the agreement accurately lists current noteholders, including newly added parties such as a CEO-related trust holding a note.

How is Dyadic International’s CEO involved in the amended note arrangement?

The amendment adds a trust for the benefit of CEO Mark Emalfarb as a secured party. This change follows his purchase and assignment to him of one of Dyadic’s Senior Secured Convertible Promissory Notes with a principal amount of $1,000,000 due March 8, 2027.

What is the size of the Dyadic International note associated with the CEO-related trust?

The note associated with the trust for the benefit of Dyadic’s CEO has a principal amount of $1,000,000. This note is one of the company’s Senior Secured Convertible Promissory Notes due March 8, 2027 and is now reflected in the updated secured parties schedule.

Which agreement did Dyadic International amend in this DYAI 8-K?

Dyadic International amended its Security Agreement originally dated March 8, 2024, covering its Senior Secured Convertible Promissory Notes due March 8, 2027. The amendment primarily updates Schedule A to align the list of secured parties with current noteholder relationships.

Is the full text of Dyadic International’s amendment available to investors?

Yes. The company states that the description of the amendment is only a summary and is qualified in its entirety by the full text. The complete amendment is filed as Exhibit 10.1 and incorporated by reference for detailed review.