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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): December 23, 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 December 23, 2025, Dyadic International, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Form of Senior Secured Convertible Promissory Note due March 8, 2027 (the “Convertible Notes”). Pursuant to the Amendment, (i) the Maturity Date (as defined in the Convertible Notes) shall be extended from March 8, 2027 to December 31, 2027, (ii) the conversion price upon which the Convertible Notes will be convertible into shares of the Company’s common stock now is $1.05 per share of common stock, and (iii) except in the case of an Event of Default (as defined in the Convertible Notes), the holders shall no longer have the right to elect to have the Company redeem all, or any part, of the principal amount then remaining under the Convertible Note.
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 4.1 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 | |
| 4.1 | Amendment to Form of Senior Secured Convertible Promissory Note due March 8, 2027. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 29, 2025
| Dyadic International, Inc. | ||
| By: | /s/ Mark A. Emalfarb | |
| Name: | Mark A. Emalfarb | |
| Title: | Chief Executive Officer | |
Exhibit 4.1
THIRD AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MARCH 8, 2027
This Third Amendment (this “Amendment”), dated as of December 23, 2025, to that certain Senior Secured Convertible Promissory Note Due March 8, 2027 issued to the holder set forth on the signature page hereto (the “Holder”) on March 8, 2024 (the “Note”), is entered into by and among Dyadic International, Inc. (the “Company”) and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Note.
WHEREAS, any provision of the Note and any other Notes issued pursuant to the Purchase Agreement may be amended by a written instrument executed by the Company and Holders holding a majority of the then outstanding principal under all Notes issued pursuant to the Purchase Agreement, which amendment shall be binding on all successors and assigns.
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:
1. The Maturity Date of the Note shall be extended from March 8, 2027 to December 31, 2027.
2. Section 4(b) of the Note shall be deleted in its entirety and replaced with:
“Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $1.05, subject to adjustment as set forth herein (the “Conversion Price”). All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period.”
3. Section 7(a) of the Note shall be deleted in its entirety.
4. Except as modified herein, the terms of the Note shall remain in full force and effect.
5. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.
6. This Amendment shall be governed pursuant to New York law.
[Remainder of page intentionally blank; signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.
Dyadic International, Inc.
| By: | ||
| Name: | ||
| Title: |
HOLDER:
| By: | ||
| Name: |
Current Principal Amount of Note: $_______________