DYADIC INTERNATIONAL INC

Current report

We have concluded that there is substantial doubt as to our ability to continue as a going concern.

Current report

As discussed in Note 1 to the Consolidated Financial Statements and “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as of June 30, 2026, our management has concluded that there is substantial doubt about our ability to continue as a going concern. For more information regarding our management’s evaluation and mitigation plan, see Note 1 to the Consolidated Financial Statements. This mitigation could carry risks. Any capital raise could be highly dilutive to existing investors, we may not be able to raise funds on terms that are favorable to us, and there is no assurance we will remain listed on Nasdaq and maintain the access to liquidity needed to carry out a raise. While the Company has historically received significant grant funding, there is no guarantee its grant applications will be approved. There is also no assurance that Noteholders will agree to modify, exchange, or extend the maturity of their Convertible Notes. If we are unable to implement sufficient mitigation efforts, we may be forced to limit our business activities or be unable to continue as a going concern, which would have a material adverse effect on our results of operations and financial condition. If we become insolvent, investors in our securities may lose the entire value of their investment in our business.

Previous report

We are currently not in compliance with the requirement that our common stock maintain a minimum bid price per share of $1.00 (such that the share price of the common stock close not below $1.00 for 30 consecutive business days) (the “Minimum Bid Price Rule”). We would regain compliance with the Minimum Bid Price Rule if our common stock reached a closing price of at least $1.00 for a minimum of ten consecutive business days by the end of the applicable compliance deadline. In May, 2026, we filed a definitive proxy statement soliciting shareholder approval at our annual meeting for authorization for our Board to effect a reverse stock split, as a possible way to cure our Minimum Bid Price Rule deficiency (to the extent deemed by Board as in the best interests of us and our shareholders). However, given the timing of that meeting, we will be unable to cure the Minimum Bid Price Rule by Nasdaq’s initial compliance deadline of June 17, 2026, unless our common stock price independently increases to the required level by then. We intend to take all steps, provided in the best interests of us and our shareholders, to preserve our eligibility under Nasdaq rules for an additional period of up to 180 days to regain compliance with the Minimum Bid Price Rule, through December 15, 2026 (the “Additional Compliance Period”). Nasdaq may grant this extension in its discretion if on June 17, 2026, we meet the applicable market value of publicly held shares requirement for continued listing and applicable standards for initial listing on the Nasdaq Capital Market, including shareholders’ equity of $5 million. There can be no assurance that we will meet the requirements to receive an Additional Compliance Period, or that actions we taken to meet these requirements, including potential capital raises, will be executed on favorable terms or will not be dilutive to existing shareholders. To the extent that we do not obtain an Additional Compliance Period, and the closing price of the common stock price does not increase independently to allow us to regain compliance with the Minimum Bid Price Rule by June 17, 2026, Nasdaq will begin delisting proceedings for our common stock, subject to our right to appeal to a Nasdaq hearing panel. The Board may then determine to effect a reverse stock split (assuming such split is approved by shareholders) during the pendency of the delisting proceedings, as support for the Company’s contention on appeal before the Nasdaq hearing panel that Nasdaq should not delist the common stock. There can be no assurance that Nasdaq will not then determine to delist our common stock, even if we have cured the Minimum Bid Price Rule deficiency during the pendency of the listing proceedings. To the extent that we successfully obtain an Additional Compliance Period, and the closing price of the common stock price does not increase independently to allow us to regain compliance with the Minimum Bid Price Rule by December 15, 2026, the Board may det…

Excerpt shortened here; the source contains the full paragraph.

Previous report

We are also not in compliance with a separate Nasdaq continued listing requirement, which requires us to meet any of the following minimum conditions: $2.5 million in shareholders’ equity; $35 million in market value of listed securities; or $500,000 of net income from continuing operations (the “Continued Listing Standards”). We have until September 23, 2026 (provided that Nasdaq accepts our recently-submitted compliance plan) to regain compliance with this rule. Thus, even if we cure the Minimum Bid Price Rule through a reverse stock split, we may also be unable to cure or remain in compliance with the Continued Listing Standards, which could also result in us receiving a delisting notice, subject to appeal, or we may fail to maintain compliance with other Nasdaq rules. There can be no assurance that, if we decide to appeal any delisting determination by Nasdaq to the panel, such appeal would be successful.

Previous report — wording carried elsewhere

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. As previously disclosed, we are currently not in compliance with various of these requirements.