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DYADIC INTERNATIONAL INC

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

DYAI$0.34-0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001641172-25-023492

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001493152-25-021908

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 122 previous paragraphs and 114 current paragraphs.

78 unchanged; 25 reworded; 11 added; 18 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 13 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Our common stock is currently listed on the Nasdaq Capital Market, which has minimum requirements that a company must meet in order to remain listed. These requirements include maintaining a minimum Market Value of Listed Securities (“MVLS”) of $35 million, which MVLS cannot fall below $35 million for a period of more than 30 consecutive trading days (the “MVLS Requirement”), and a minimum bid price of at least $1 per share, which cannot fall below $1 for a period more than 30 consecutive trading days (the “Minimum Bid Price Requirement”). Earlier this year, we were notified that we did not comply with either of the MVLS Requirement or the Minimum Bid Price Requirement and could become subject to delisting if we did not cure these deficiencies during specified cure periods. In October, we were notified by Nasdaq that we have since cured these deficiencies within the applicable cure periods and have regained compliance with the applicable continued listing requirements. Thus, these Nasdaq deficiency matters are now closed.

Current report

General and administrative expenses for the three months ended September 30, 2025, increased by 14.1% to $1,481,000 compared to $1,298,000 for the same period a year ago. The increase reflected increases in rebranding and business development expenses of $176,000, legal and accounting expenses of $83,000, and other expenses of $3,000, offset by a decrease in share-based compensation expenses of $79,000.

Current report

General and administrative expenses for the nine months ended September 30, 2025, decreased by 3.8% to $4,514,000 compared to $4,694,000 for the same period a year ago. The decrease reflected reductions in share-based compensation expenses and management and board expenses of $168,000, legal and accounting expenses of $49,000, insurance expenses of $46,000, offset by increases in rebranding and business development expenses of $47,000 and other expenses of $36,000.

Current report

Net loss for the nine months ended September 30, 2025, was $5,797,000 compared to $4,258,000 for the same period a year ago. The increase reflected an increase of $1,286,000 in loss from operations, and a decrease in interest income and increase in interest expenses of $253,000.

Current report

On September 15, 2025, Mark A. Emalfarb Trust dated October 1, 1987, as amended and restated on June 28, 2019 (the “MAE Trust”), purchased and was assigned $1,000,000 of the Convertible Notes from an existing note holder. Mr. Mark A. Emalfarb, our Chief Executive Officer, is the sole beneficiary and serves as sole trustee of the MAE Trust and has sole voting and dispositive power over the shares of Common Stock held by the MAE Trust. As of September 30, 2025, the amount of accrued interest for the MAE Trust was $3,334.
Removed paragraphs (18)

Previous report

Dyadic is applying Dapibus™ to develop and commercialize animal-free proteins for dairy alternatives and functional nutrition. Key programs include:

Previous report

Our C1 platform is a robust and versatile gene expression system designed for the efficient production of high-value input proteins that power the life sciences sector, such as cell culture media components, molecular biology reagents, and other critical bioprocessing inputs.

Previous report

Dyadic seeks to leverage its microbial platforms to produce high-value, animal-free growth media components for the biopharma and alternative protein markets. Key developments include:

Previous report

Dyadic is expanding into molecular tools for diagnostics and life sciences, with several enzyme products in development:

Previous report

Dyadic seeks to leverage its Dapibus™ platform to develop and commercialize cost-effective, scalable enzyme solutions for bio-industrial markets, supporting the global shift toward a more sustainable bioeconomy.

Previous report

On July 2, 2025, we announced that, effective on August 1, 2025, we are doing business as Dyadic Applied BioSolutions. This rebranding initiative marks a strategic transition from a research-driven organization to a commercially focused enterprise. The new name and visual identity better reflect the emphasis on delivering applied biotechnology solutions through our patented and proprietary C1 and Dapibus™ gene expression platforms.

Previous report

As previously disclosed, on June 23, 2025, the Company received a deficiency notice (the “MVLS 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 had 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). In addition and as previously disclosed, on July 17, 2025, the Company received a deficiency notice (the “Minimum Bid Price Notice”) from the Staff of Nasdaq notifying the Company that for the last 30 consecutive business days the Company’s common stock had not maintained the minimum bid price of at least $1.00 per share required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The MVLS Notice and the Minimum Bid Price Notice have no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and the Company is currently subject to compliance periods during which it may regain compliance with the applicable rules. The Company intends to actively monitor the MVLS and the bid price of its common stock between now and the relevant compliance deadlines and, as appropriate, plans to evaluate available options to resolve the deficiencies and regain compliance with the requirements. For more information, see “Item 1A. Risk Factors – We have in the past, and may in the future, be unable to comply with the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”). If we fail to comply with listing standards in the future, our common stock may be delisted. Delisting could adversely affect the liquidity of our common stock, and the market price of our common stock could decrease, and our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern would be substantially impaired.”

Previous report

General and administrative expenses for the three months ended June 30, 2025, decreased by 10.6% to $1,437,000 compared to $1,608,000 for the same period a year ago. The decrease reflected reductions in business development and investor relations expenses of $82,000, accounting and legal expenses of $41,000, insurance expenses of $28,000, and management incentives of $22,000, partially offset by other expense increases of $2,000.

Previous report

General and administrative expenses for the six months ended June 30, 2025, decreased by 10.7% to $3,033,000 compared to $3,396,000 for the same period a year ago. The decrease reflected reductions in business development and investor relations expenses of $180,000, management incentives of $100,000, accounting and legal expenses of $82,000, and insurance expenses of $37,000, partially offset by other expense increases of $35,000.

Previous report

Net loss for the six months ended June 30, 2025, was $3,821,000 compared to $4,055,000 for the same period a year ago. The decrease reflected a reduction of $436,000 in loss from operations, partially offset by an increase in other expenses of $55,000.
Reworded paragraphs (25)

Previous wording

Dyadic International, Inc. (“Dyadic”, “we”, “us”, “our”, or the “Company”) is a global biotechnology platform company headquartered in Jupiter, Florida, with operations in the U.S. and the Netherlands. We aim to develop and commercialize scalable, non-animal protein production platforms to meet growing global demand across the life sciences, food and nutrition, and bio-industrial markets.

Current wording

Dyadic International, Inc. (“Dyadic”, “we”, “us”, “our”, or the “Company”), d/b/a, Dyadic Applied BioSolutions, is a global biotechnology platform company headquartered in Jupiter, Florida, with operations in the U.S. and the Netherlands. We aim to develop and commercialize scalable, non-animal protein production platforms to meet growing global demand across the life sciences, food and nutrition, and bio-industrial markets.

Previous wording

Dyadic’s Dapibus™ and C1 platforms are engineered microbial expression systems optimized for high-yield, low-cost, and scalable protein production. Built on decades of industrial experience, these platforms support applications in:

Current wording

Dyadic’s Dapibus™ and C1 platforms are engineered microbial protein production systems optimized for high-yield, low-cost, and scalable protein production. Built on decades of industrial experience, these platforms support applications in:

Previous wording

To accelerate commercialization and reduce regulatory risk, Dyadic developed the Dapibus™ platform—a proprietary expression system designed to produce high-value, non-animal proteins and enzymes for non-pharmaceutical markets including life sciences, food and nutrition, and bio-industrial sectors.

Current wording

To accelerate commercialization and reduce regulatory risk, Dyadic developed the Dapibus™ platform—a proprietary protein production system designed to produce high-value, non- animal proteins and enzymes for non-pharmaceutical markets including life sciences, food and nutrition, and bio-industrial sectors.

Previous wording

Dyadic’s proprietary C1 expression system is a patented, thermophilic fungal platform (Thermothelomyces heterothallica fungus) developed for the cost-effective, large-scale production of proteins. Originally used to manufacture industrial enzymes, Dyadic has engineered C1 into a high-yield, scalable platform for both biopharmaceutical and non-pharmaceutical applications.

Current wording

Dyadic’s proprietary C1 protein production system is a patented, thermophilic fungal platform (Thermothelomyces heterothallicafungus) developed for the cost-effective, large-scale production of proteins. Originally used to manufacture industrial enzymes, Dyadic has engineered C1 into a high-yield, scalable platform for both biopharmaceutical and non- pharmaceutical applications.

Previous wording

We have granted stock options to employees, directors, and consultants. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model considers volatility in the price of our stock, the risk-free interest rate, the estimated life of the option, the closing market price of our stock and the exercise price. For purposes of the calculation, we assumed that no dividends would be paid during the life of the options. We also used the weighted-average vesting period and contractual term of the option as the best estimate of the expected life of a new option, except for the options granted to the CEO (i.e., 5 or 10 years) and certain contractors (i.e., 2 to 5 years). The expected stock price volatility was calculated based on the Company’s own volatility. The Company reviews its volatility assumption on an annual basis and has used the Company’s historical volatilities since 2016.

Current wording

We have granted stock options to employees, directors, and consultants. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model considers volatility in the price of our stock, the risk-free interest rate, the estimated life of the option, the closing market price of our stock and the exercise price. For purposes of the calculation, we assumed that no dividends would be paid during the life of the options. We also used the weighted-average vesting period and contractual term of the option as the best estimate of the expected life of a new option, except for the options granted to certain contractors (i.e., 2 to 5 years). The expected stock price volatility was calculated based on the Company’s own volatility. The Company reviews its volatility assumption on an annual basis and has used the Company’s historical volatilities since 2016.

Previous wording

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not berealized.

Current wording

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense / (benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized.

Previous wording

Three and Six Months Ended June 30, 2025 Compared to the Same Periods in 2024

Current wording

Three and Nine months Ended September 30, 2025 Compared to the Same Periods in 2024

Previous wording

The following table summarizes the Company’s revenue and cost of revenue for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes the Company’s revenue and cost of revenue for the three and nine months ended September 30, 2025 and 2024:

Previous wording

For the three months ended June 30, 2025, the decrease in research and development revenue and cost of research and development revenue was due to a reduction in the number of active collaborations to eight compared to ten for the same period a year ago.

Current wording

For the three months ended September 30, 2025, the decrease in research and development revenue and cost of research and development revenue was due to a reduction in the number of active collaborations to four compared to ten for the same period a year ago.

Previous wording

For the six months ended June 30, 2025, the decrease in research and development revenue and cost of research and development revenue was due to a reduction in the number of active collaborations to ten compared to thirteen for the same period a year ago.

Current wording

For the nine months ended September 30, 2025, the decrease in research and development revenue and cost of research and development revenue was due to a reduction in the number of active collaborations to seven compared to twenty for the same period a year ago.

Previous wording

The grant revenue and cost of grant revenue for the three and six months ended June 30, 2025, were related to the Gates Foundation and CEPI grants. There was no grant revenue for the three and six months ended June 30, 2024.

Current wording

The grant revenue and cost of grant revenue for the three and nine months ended September 30, 2025, were related to the Gates Foundation and CEPI grants. There was no grant revenue for the three and nine months ended September 30, 2024.

Previous wording

For the three and six months ended June 30, 2025, the license and milestone revenue of $250,000 was related to the Inzymes Agreement.

Current wording

For the nine months ended September 30, 2025, the license and milestone revenue of $250,000 was related to the Inzymes Agreement. There was no license revenue for the three months ended September 30, 2025. For the three and nine months ended September 30, 2024, the license revenue was related to the licensing fee from the Proliant agreement of $1.0 million, and a success fee payment from the Inzyme agreement of $425,000.

Previous wording

Research and development expenses for the three months ended June 30, 2025, increased to $629,000 compared to $516,000 for the same period a year ago. The increase was driven by a rise in the number of active internal research initiatives undertaken to expedite product development.

Current wording

Research and development expenses for the three months ended September 30, 2025, increased to $572,000 compared to $460,000 for the same period a year ago. The increase was driven by a rise in the number of active internal research initiatives undertaken to expedite product development.

Previous wording

Research and development expenses for the six months ended June 30, 2025, increased to $1,124,000 compared to $1,038,000 for the same period a yearago. The increase was driven by a rise in the number of active internal research initiatives undertaken to expedite product development.

Current wording

Research and development expenses for the nine months ended September 30, 2025, increased to $1,696,000 compared to $1,499,000 for the same period a year ago. The increase was driven by a rise in the number of active internal research initiatives undertaken to expedite product development.

Previous wording

Loss from operations for the three months ended June 30, 2025, decreased to $1,729,000 compared to $2,043,000 for the same period a year ago. The decrease in loss from operations was largely attributable to an increase in total revenue of $581,000 and a reduction in general and administrative expenses of $171,000, partially offset by increases in cost of revenue of $311,000 and research and development expenses of $113,000.

Current wording

Loss from operations for the three months ended September 30, 2025, increased to $1,925,000 compared to $203,000 for the same period a year ago. The increase in loss from operations was largely attributable to a decrease in total revenue of $793,000, an increase in cost of grant revenue of $769,000, an increase in general and administrative expenses of $183,000, and an increase in research and development expenses of $112,000, partially offset by a decrease in cost of research and development revenue of $141,000.

Previous wording

Loss from operations for the six months ended June 30, 2025, decreased to $3,732,000 compared to $4,168,000 for the same period a year ago. The decrease in loss from operations was largely attributable to an increase in total revenue of $639,000 and a reduction in general and administrative expenses of $363,000, partially offset by increases in cost of revenue of $465,000 and research and development expenses of $86,000.

Current wording

Loss from operations for the nine months ended September 30, 2025, increased to $5,657,000 compared to $4,371,000 for the same period a year ago. The increase in loss from operations was largely attributable to an increase in cost of grant revenue of $1,406,000, an increase in research and development expenses of $198,000, and a decrease in total revenue of $153,000, partially offset by a decrease in cost of research and development revenue of $312,000 and a decrease in general and administrative expenses of $180,000.

Previous wording

For the three months ended June 30, 2025, total other income (expenses), net, was an expense of $65,000 compared to an income of $3,000 for the same period a year ago. The decrease in other income was largely due to a reduction of $89,000 in interest income, partially offset by a decrease in interest expenses of $28,000 related to the Convertible Notes.

Current wording

For the three months ended September 30, 2025, total other income (expenses), net, was an expense of $51,000 compared to an expense of $1,000 for the same period a year ago. The decrease in other income was due to a reduction of $64,000 in interest income, partially offset by a decrease in interest expenses of $14,000 related to the Convertible Notes.

Previous wording

For the six months ended June 30, 2025, total other income (expenses), net, was an expense of $90,000 compared to an income of $113,000 for the same period a year ago. The decrease in other income was largely due to gain on sale of Alphazyme of $61,000 in 2024, decrease in interest income of $88,000 and $55,000 increase in interest expenses related to the Convertible Notes.

Current wording

For the nine months ended September 30, 2025, total other income (expenses), net, was an expense of $140,000 compared to an income of $112,000 for the same period a year ago. The decrease in other income was due to a decrease in interest income of $152,000 and an increase in interest expenses related to the Convertible Notes of $40,000.

Previous wording

Net loss for the three months ended June 30, 2025, was $1,794,000 compared to $2,045,000 for the same period a year ago. The decrease reflected a reductionof $314,000 in loss from operations andby anincrease in interest income of $89,000, partially offset by a decrease in other expenses of $28,000.

Current wording

Net loss for the three months ended September 30, 2025, was $1,976,000 compared to $203,000 for the same period a year ago. The increase reflected an increase of $1,722,000 in loss from operations, and a decrease in interest income of $50,000.

Previous wording

The closing of the Offering occurred on August 1, 2025. The net proceeds to the Company from the Offering were approximately $5.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, such as product development, sales and marketing

Current wording

On August 1, 2025, the Company completed an underwritten offering of 6,052,000 shares of the Company’s Common Stock pursuant to an underwriting agreement, dated July 30, 2025, between the Company and Craig-Hallum Capital Group LLC. The public offering price in the Offering was $0.95 per share of Common Stock. The net proceeds to the Company from the Offering were $4.9 million, after deducting legal expenses, underwriting discounts and commissions, and other offering expenses. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, such as product development, sales and marketing.

Previous wording

As of June 30, 2025, cash, cash equivalents, and restricted cash and cash equivalents were $4.0 million compared to $6.5 million as of December 31, 2024. The carrying value of investment grade securities, including accrued interest as of June 30, 2025, was $3.3 million compared to $2.8 million as of December 31, 2024. Additional $5.3 million was received from the net proceeds of the Offering on August 1, 2025

Current wording

As of September 30, 2025, cash, cash equivalents, and restricted cash and cash equivalents were $7.2 million compared to $6.5 million as of December 31, 2024. The carrying value of investment grade securities, including accrued interest as of September 30, 2025, was $3.2 million compared to $2.8 million as of December 31, 2024.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 was $2.1 million, which was principally attributable to a net loss of $3.8 million, partially offset by changes in operating assets and liabilities of $1.1 million and share-based compensation expenses of $0.6 million.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $3.9 million, which was principally attributable to a net loss of $5.8 million, partially offset by changes in operating assets and liabilities of $1.1 million and share-based compensation expenses of $0.7 million.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2024 was $3.1 million, which was principally attributable to a net loss of $4.0 million, partially offset by changes in operating assets and liabilities of $0.4 million and share-based compensation expenses of $0.6 million.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2024 was $3.3 million, which was principally attributable to a net loss of $4.3 million, partially offset by changes in operating assets and liabilities of $0.2 million and share-based compensation expenses of $0.9 million.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 was $0.5 million, compared to the net cash used in investing activitiesof$3.1 million for the six months ended June 30, 2024. The change in investing activities was attributable to a reduction in purchases of investment securitiesof$0.2 million, an increase in proceeds received from maturities of investment securities of $2.5 million and proceeds from the sale of investment in Alphazyme in 2024 of$0.1 million.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $0.4 million, compared to $3.1 million for the nine months ended September 30, 2024. The change in investing activities was attributable to a reduction in purchases of held-to maturity investment securities of $0.9 million, an increase in proceeds received from maturities of investment securities of $1.9 million and proceeds from the sale of investment in Alphazyme in 2024 of $0.1 million.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2025 was approximately $24,000, which was related to net proceeds from exercise of stock, compared to the net cash provided by financing activity of $5.8 million for the six months ended June 30, 2024, which was related to net proceeds from the issuance of Convertible Notes.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2025 was $5.0 million, which was mainly related to net proceeds from public offering, compared to $5.8 million for the nine months ended September 30, 2024, which was related to net proceeds from the issuance of Convertible Notes.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On July 30, 2025, the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC, in its capacity as underwriter, relating to the issuance and sale (the “Offering”) of 6,052,000 shares of the Company’s Common Stock. The public offering price in the Offering was $0.95 per share of Common Stock.