12/29/2025 | Press release | Distributed by Public on 12/29/2025 16:01
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Senior Secured Convertible Promissory Note due March 8, 2027 | $1.4 | 12/23/2025 | D | $1,000,000(1) | (1) | 03/08/2027 | Common Stock | 714,286 | (1) | 0 (1) | I | Through Mark A Emalfarb Trust U/A/ DTD 10/1/1987 | |||
| Senior Secured Convertible Promissory Note due Dec 31, 2027 | $1.05 | 12/23/2025 | A | $1,000,000(1) | (1) | 12/31/2027 | Common Stock | 952,381 | (1) | $1,000,000(1) | I | Through Mark A Emalfarb Trust U/A/ DTD 10/1/1987 | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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EMALFARB MARK A C/O DYADIC INTERNATIONAL, INC. 1044 NORTH U.S. HIGHWAY ONE, SUITE 201 JUPITER, FL 33477-5094 |
X | X | CEO | |
| /s/ Ping Rawson, attorney-in-fact | 12/29/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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"). Following the Amendment, the Convertible Notes will mature December 31, 2027 and their conversion price is $1.05. The Amendment was approved by the Company's board of directors, and did not involve the exchange of consideration between the Company and the holders. |