false
0001213809
0001213809
2026-09-25
2026-09-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 25, 2026

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(a)
On
September 25, 2026, Dyadic International, Inc. (the “Company”) received a deficiency notice (the “Notice”) from
the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the
Company that for the last 30 consecutive business days the Company’s securities have not maintained the minimum bid price of at
least $1 per share required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2). The Notice has no immediate effect
on the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has 180 calendar days, or until March 24, 2027 (the “Compliance Date”), to regain compliance with the minimum
bid price requirement by having the Company’s bid price close at $1 per share or more for a minimum of 10 consecutive business
days before the Compliance Date (subject to the Staff’s discretion to extend this period under Nasdaq Listing Rule 5810(c)(3)(H)).
If the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180-day period to regain
compliance, provided that on the Compliance Date the Company meets the applicable market value of publicly held shares requirement for
continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market (except the bid price requirement)
based on the Company’s most recent public filings and market information, and provides Nasdaq with written notice of its intent
to cure this deficiency (by effecting a reverse stock split, if necessary). However, if it appears to the Staff that the Company will
not be able to cure the deficiency, or if the Company is otherwise not eligible for the second compliance period, and the Company does
not regain compliance by the Compliance Date, the Staff will provide written notification that the Company’s common stock is subject
to delisting.
Additionally,
on September 25, 2026, the Company received a separate Notice from the Nasdaq Staff notifying the Company that for the last 30 consecutive
business days, the Company’s common stock has not maintained the minimum Market Value of Listed Securities (“MVLS”)
of $35 million required by the continued listing requirements of Nasdaq Listing Rule 5550(b)(2). The Notice has no immediate effect on
the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the
Company has 180 calendar days, or until the Compliance Date of March 24, 2027, to regain compliance with the minimum MVLS requirement
by having the Company’s MVLS close at $35 million or more for a minimum of 10 consecutive business days before the Compliance Date
(subject to the Staff’s discretion to extend this period under Nasdaq Listing Rule 5810(c)(3)(H)). If the Company does not regain
compliance by the Compliance Date, the Staff will provide written notification that the Company’s common stock is subject to delisting.
With
respect to each deficiency, if the Staff notifies the Company that its common stock is subject to delisting, the Company may appeal the
delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there
can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq to the panel,
such appeal would be successful.
The
Company intends to actively monitor the bid price and MVLS of its common stock between now and the applicable Compliance Date and, as
appropriate, plans to evaluate available options to resolve the applicable deficiencies and regain compliance with the minimum bid price
and MVLS requirements.
Safe
Harbor Regarding Forward-Looking Statements
This
current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including those regarding Dyadic International’s expectations,
intentions, strategies, and beliefs pertaining to future events or future financial performance, such as the success of our clinical
trial and interest in our protein production platforms, our research projects and third-party collaborations, as well as the availability
of necessary funding. Forward-looking statements generally can be identified by use of the words “expect,” “should,”
intend,” anticipate,” “will,” “project,” “may,” “might,” “potential,”
or “continue” or other similar terms or variations of them. Forward-looking statements involve many risks, uncertainties
or other factors beyond Dyadic’s control. These factors include, but are not limited to, the following: (i) our history of net
losses; (ii) market and regulatory acceptance of our microbial protein production platforms and other technologies; (iii) failure
to commercialize our microbial protein production platforms or our other technologies; (iv) competition, including from alternative technologies;
(v) the results of nonclinical studies and clinical trials; (vi) our capital needs; (vii) changes in global economic and financial
conditions; (viii) our reliance on information technology; (ix) our dependence on third parties; (x) government regulations
and environmental, social and governance issues; (xi) intellectual property risks; and (xii) our ability to comply with the listing
standards of the Nasdaq. For a more complete description of the risks that could cause our actual results to differ from our current
expectations, please see the section entitled “Risk Factors” in Dyadic’s annual reports on Form 10-K and quarterly
reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time
to time in Dyadic’s periodic filings with the SEC, which are accessible on the SEC’s website and at www.dyadic.com. All forward-looking
statements speak only as of the date made, and except as required by applicable law, Dyadic assumes no obligation to publicly update
any such forward-looking statements for any reason after the date of this press release to conform these statements to actual results
or to changes in our expectations.
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.
Date:
September 25, 2026
| |
Dyadic International, Inc. |
| |
|
|
| |
By: |
/s/ Ping
Rawson |
| |
Name: |
Ping Rawson |
| |
Title: |
Chief Financial Officer |