[8-K] Dyadic International, Inc. Reports Material Event

Rhea-AI Filing Summary

Dyadic International (NASDAQ:DYAI) filed an 8-K disclosing receipt of a Nasdaq Listing Rule 5550(b)(2) deficiency notice for failing to maintain the minimum $35 million Market Value of Listed Securities (MVLS).

The stock has been below the threshold for 30 consecutive business days, activating a 180-day cure period ending December 20, 2025. To regain compliance, DYAI’s MVLS must close at or above $35 million for at least 10 consecutive trading days before the deadline. Failure would prompt a delisting determination, which the company could appeal, though success is not assured.

The notice has no immediate effect on Nasdaq trading but flags heightened liquidity and financing risk. Management says it will monitor MVLS and “evaluate available options,” yet outlines no specific actions. Forward-looking statements reiterate ongoing losses, capital needs, and potential breaches of other listing standards, underscoring uncertainty for shareholders.

Positive

• None.

Negative

• Nasdaq deficiency notice received for MVLS below $35 million, creating immediate compliance pressure.
• Only 180 days to restore market value, with potential delisting if unsuccessful.
• Management disclosed no specific remediation plan, raising dilution and capital-access concerns.

Insights

Financial Analyst

TL;DR: Delisting threat pressures valuation and funding options.

The MVLS breach places DYAI on a six-month clock to add roughly $10-15 million to market cap, assuming a current value near $20-25 million. Options include equity raises, strategic transactions, or price-support tactics, each carrying dilution or execution risk. Until compliance is regained, institutional ownership screens tied to Nasdaq status could constrain liquidity. Historically, companies missing MVLS often struggle to reverse sentiment without fundamental catalysts; absence of a clear plan amplifies uncertainty. The disclosure therefore tilts risk-reward sharply negative for near-term investors.

Governance & Compliance Specialist

TL;DR: Listing-rule breach signals governance stress and potential OTC migration.

The deficiency notice is material because continued Nasdaq listing underpins shareholder protections, analyst coverage, and capital-raising efficiency. DYAI now faces enhanced scrutiny from regulators and investors, especially given prior net losses and low bid-price buffer. Failure to cure by December 20 would move the stock toward a hearings process with an uncertain outcome and likely additional costs. Even if an appeal buys time, protracted non-compliance often erodes investor confidence. Without a concrete remediation roadmap—reverse split, asset sale, or strategic partner—the governance optics remain negative.

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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): June 23, 2025

 

Dyadic International, Inc.

 

(Exact name of registrant as specified in its charter)

 

Delaware	000-55264	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 June 23, 2025, 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 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 December 20, 2025 (the “Compliance Date”), 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. At that time, 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 MVLS of its common stock between now and the Compliance Date and, as appropriate, plans to evaluate available options to resolve the deficiency and regain compliance with the minimum MVLS requirement.

 

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 the Company’s expectations, intentions, strategies, and beliefs pertaining to future events or future financial performance, including its plan to regain compliance with Nasdaq Listing Rule 5550(b)(2). Forward-looking statements involve many risks, uncertainties or other factors beyond the Company’s control. These factors include, but are not limited to, the following: (i) the Company’s history of net losses; (ii) the Company’s ability to maintain compliance with other Nasdaq continued listing standards and rules, including the minimum $1 bid price rule; (iii) the Company’s capital needs; and (iv) other factors impacting the Company’s business, results of operations and stock price, including market and regulatory acceptance of the Company’s microbial protein production platforms and other technologies, failure to commercialize the Company’s microbial protein production platforms or the Company’s other technologies, competition, including from alternative technologies, the results of nonclinical studies and clinical trials, changes in global economic and financial conditions, the Company’s reliance on information technology, the Company’s dependence on third parties, government regulations and environmental, social and governance issues, and intellectual property risks. For a more complete description of the risks that could cause the Company’s actual results to differ from the Company’s current expectations, please see the section entitled “Risk Factors” in the Company’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 the Company’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, the Company assumes no obligation to publicly update any such forward-looking statements for any reason after the date of this Current Report on Form 8-K to conform these statements to actual results or to changes in the Company’s 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: June 27, 2025
	Dyadic International, Inc.
	By:	/s/ Ping Rawson
	Name:	Ping Rawson
	Title:	Chief Financial Officer

FAQ

Why did DYAI receive a Nasdaq deficiency notice?

Because its Market Value of Listed Securities fell below $35 million for 30 consecutive business days, violating Rule 5550(b)(2).

What is DYAI's deadline to regain compliance?

The company has until December 20, 2025—180 calendar days from the notice date.

What must DYAI do to satisfy Nasdaq Rule 5550(b)(2)?

Maintain an MVLS of at least $35 million for 10 consecutive trading days before the deadline.

Does the notice immediately affect DYAI's Nasdaq listing?

No. The stock continues trading on Nasdaq Capital Market while the company works to regain compliance.

What happens if DYAI fails to regain compliance by the deadline?

Nasdaq will issue a delisting determination; DYAI could appeal, but success is not guaranteed.

Did DYAI outline a specific plan to resolve the deficiency?

Management stated it will monitor MVLS and evaluate options but did not disclose a detailed plan.