2026-09-11-SEC-Form_S-1_DYADIC_INTERNATIONAL_INC_32页_310kb

Dyadic International, Inc. S-1 Registration Statement Summary

Core Content

This document is a preliminary prospectus for an offering of up to 3,625,000 shares of Dyadic International, Inc.'s common stock, which may be issued upon the exercise of warrants. The prospectus is part of an S-1 registration statement filed with the U.S. Securities and Exchange Commission (SEC). The offering is subject to the Securities Act of 1933, and the registration does not guarantee that any of the securities will be offered or sold.

The Company is a global biotechnology firm based in Jupiter, Florida, with operations in the United States and the Netherlands. It develops, manufactures, and commercializes precision-engineered, animal-free recombinant proteins and enzymes for use in life sciences, food and nutrition, and bio-industrial markets. These products are made using proprietary microbial expression platforms such as the C1 and Dapibus™ systems.

Main Points

1. The Offering

• Shares offered: Up to 3,625,000 shares of common stock, issuable upon the exercise of warrants at an exercise price of $0.84 per share.
• Total shares outstanding after full exercise of warrants: 43,688,703 shares.
• Company's current shares outstanding: 40,063,703 shares as of September 10, 2026.
• Proceeds: The Company will receive proceeds from warrant exercises, but will not receive any proceeds from the sale of shares by the Selling Stockholders.
• Use of proceeds: Any funds received from warrant exercises will be used for general corporate purposes, including R&D, sales and marketing, working capital, and capital expenditures. The Company may also use a portion of the proceeds for potential acquisitions or strategic transactions, though no such plans are currently in place.

2. Selling Stockholders

• The Selling Stockholders have the sole discretion to determine when and how to dispose of shares.
• The Company does not participate in the sale of these shares.
• The Plan of Distribution outlines how the Selling Stockholders may offer the shares, including through public or private transactions, underwriters, dealers, or other agents.

3. Risk Factors

• Market price volatility: Sales of shares by Selling Stockholders or the perception of such sales may cause a significant drop in the market price of the Company’s common stock, even if the Company is performing well.
• Management discretion: The Company's management has broad discretion over the use of proceeds from warrant exercises, and there is no guarantee that these funds will be used effectively.
• No dividends: The Company does not currently intend to pay dividends, and any return to investors is expected to come solely from potential price appreciation.

4. Legal and Regulatory Information

• The Company's common stock is listed on Nasdaq under the symbol "DYAI".
• The SEC and state securities commissions have not approved or disapproved the securities or the prospectus, and no liability is assumed for any criminal offense related to such claims.
• Forward-looking statements are included and are subject to risks and uncertainties, including those related to market conditions, regulatory approvals, and competition.

5. Corporate Information

• Incorporation: The Company was incorporated in Delaware in September 2002 and has been doing business as Dyadic Applied BioSolutions since August 1, 2025.
• Principal offices: Located at 1044 North U.S. Highway One, Suite 201, Jupiter, Florida 33477.
• Website: www.dyadic.com, but information from the website is not incorporated into the prospectus.
• Smaller Reporting Company: The Company is classified as a smaller reporting company, which may result in less public disclosure compared to larger companies.

6. Capital Stock Description

• Common Stock:
  • Par value: $0.001 per share.
  • Total authorized: 100,000,000 shares.
  • Outstanding as of September 10, 2026: 40,063,703 shares.
  • Voting rights: One vote per share, with no cumulative voting.
  • Dividends: Only ratable dividends from legal funds are payable, and no dividends are expected in the near future.
  • Other rights: No preemptive, redemption, or conversion rights are granted.

Key Information

• Warrant exercise price: $0.84 per share.
• Nasdaq listing: Common stock is listed under the symbol "DYAI".
• Last reported sale price: $0.49 per share on September 10, 2026.
• Total shares potentially issued: 43,688,703 shares if all warrants are exercised.
• No dividend policy: The Company does not plan to pay dividends.
• Company status: Smaller reporting company, which may result in less public disclosure.
• Forward-looking statements: Subject to risks and uncertainties, including market, regulatory, and competitive risks.

Summary of Key Sections

• About This Prospectus: This is a preliminary prospectus and not an offer to sell. It is subject to completion.
• Special Note on Forward-Looking Statements: Includes cautionary language about future performance and risks.
• Prospectus Summary: Highlights key offering details and important risk factors.
• Risk Factors: Details potential risks to the investment, including market volatility, management discretion, and lack of dividends.
• Use of Proceeds: Funds from warrant exercises will be used for general corporate purposes.
• Dividend Policy: No dividends expected for the foreseeable future.
• Description of Capital Stock: Explains common stock structure, rights, and current outstanding shares.