Amendment to Annual Report (SEC Filing - 10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Commission file number: 000-55264

(Exact name of registrant as specified in its charter)

140 Intracoastal Pointe Drive, Suite 404

Jupiter, Florida33477

(Address of principal executive offices) (Zip Code)

(561) 743-8333

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and, (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of 'large accelerated filer,' 'accelerated filer,' 'smaller reporting company,' and 'emerging growth company' in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (27,482,157 shares) computed by reference to the closing price of $8.68 as reported on the NASDAQ Stock Markets on June 30, 2020 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $238 million. Shares of the registrant's common stock held by executive officers, directors, and their affiliates have been excluded from this calculation. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 29, 2021, the registrant had 27,554,157 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated in this Report by reference to the Registrant's definitive proxy statement relating to the 2021 annual meeting of shareholders.

EXPLANATORY NOTE

Dyadic International, Inc. (the 'Company') is filing this Amendment No. 1 on Form 10-K/A (the 'Amendment') to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the 'Form 10-K'), which the Company filed with the Securities and Exchange Commission on March 30, 2021. This Amendment is being filed solely to include Exhibit 23.1 to the Form 10‑K, which was inadvertently omitted. This Amendment also includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other portion of the Form 10-K is amended hereby, and the Form 10-K continues to speak as of the date of the original filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the Company's filings made with the Securities and Exchange Commission subsequent to the date of the Form 10-K.

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PART IV

(a)Financial Statement

Our financial statements and related notes thereto are listed and included in this Annual Report on Form 10-K beginning on page F-1.

(b)Exhibits

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Notes:

* This filing excludes schedules and similar attachments pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementary to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

** Identifies each management contract or compensatory plan or arrangement.

† Portions of the exhibits have been omitted pursuant to a request for confidential treatment.

# Previously filed with the SEC.

(1) The Company elect to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on its website at www.dyadic.com.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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