Dyadic International Enters Material Agreement, Reports Financial Obligations

TL;DR

Dyadic inked a big deal, took on debt, and sold stock. Big moves ahead.

AI Summary

Dyadic International, Inc. announced on March 8, 2024, that it entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. Further details regarding these events are provided in the filing.

Why It Matters

This filing indicates significant corporate actions by Dyadic International, including new financial commitments and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Dyadic International, Inc. (company) — Registrant
• March 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock , par value $0.001 per share DYAI The NASDAQ Stock Mark
• $6.0 million — 027 in an aggregate principal amount of $6.0 million (the "Convertible Notes"). The purchase
• $5,850,000 — ffering expenses, will be approximately $5,850,000. The Company intends to use the net pro
• $1.79 — based on an initial conversion price of $1.79 per share of common stock, subject to a

Filing Documents

• dyai20240308_8k.htm (8-K) — 40KB
• ex_637328.htm (EX-4.1) — 125KB
• ex_637064.htm (EX-10.1) — 190KB
• ex_637099.htm (EX-10.2) — 107KB
• ex_637100.htm (EX-10.3) — 38KB
• ex_637101.htm (EX-10.4) — 76KB
• ex_637065.htm (EX-99.1) — 15KB
• ex_637065img001.jpg (GRAPHIC) — 3KB
• 0001437749-24-007270.txt ( ) — 857KB
• dyai-20240308.xsd (EX-101.SCH) — 3KB
• dyai-20240308_def.xml (EX-101.DEF) — 11KB
• dyai-20240308_lab.xml (EX-101.LAB) — 15KB
• dyai-20240308_pre.xml (EX-101.PRE) — 11KB
• dyai20240308_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 8, 2024, Dyadic International, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company issued 8.0% Senior Secured Convertible Promissory Notes due March 8, 2027 in an aggregate principal amount of $6.0 million (the "Convertible Notes"). The purchasers of the Convertible Notes include immediate family members and family trusts related to Mark Emalfarb, our President and Chief Executive Officer and a member of our Board of Directors, including The Francisco Trust U/A/D February 28, 1996, an existing holder of more than 5% of our outstanding common stock, (collectively, the "Purchasers"). The Convertible Notes were sold in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company estimates that the net proceeds from the sale of the Convertible Notes, after deducting offering expenses, will be approximately $5,850,000. The Company intends to use the net proceeds from the offering of the Convertible Notes for working capital and general corporate purposes. The Convertible Notes will be senior, secured obligations of the Company and its affiliates, and interest will be payable quarterly in cash on the principal amount equal to 8% per annum, and guaranteed by Dyadic International (USA), Inc. under a subsidiary guarantee for the benefit of the holders of the Convertible Notes (each such holder, a "Holder"). The Convertible Notes will mature on March 8, 2027, unless earlier converted or redeemed in accordance with the terms of the Convertible Notes. The Convertible Notes are secured by a first priority lien on substantially all assets of the Company and its subsidiary, Dyadic International (USA), Inc., pursuant to the Security Agreement (as defined below). The Convertible Notes will be convertible into shares of the Company's common stock,

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the Purchasers in the Securities Purchase Agreement, the Convertible Notes were sold in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). None of the Convertible Notes or the common stock issuable on conversion thereof have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy Convertible Notes, shares of common stock or other securities of the Company.

01 Other Events

Item 8.01 Other Events On March 11, 2024, the Company issued a press release related to the Convertible Notes. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference, other than the fourth and fifth paragraphs of the press release.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Form of Senior Secured Convertible Promissory Note due March 8, 2027 10.1 Securities Purchase Agreement* 10.2 Registration Rights Agreement* 10.3 Security Agreement* 10.4 Subsidiary Guarantee* 99.1 Press Release dated March 11, 2024 104 Cover page Interactive Data File (embedded within the Inline XBRL document)] *Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon its request. SIGNATURE 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: March 11, 2024 Dyadic International, Inc. By: /s/ Mark A. Emalfarb Name: Mark A. Emalfarb Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR