UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 15, 2025

Dyadic International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32513

45-0486747

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1044 North U.S. Highway One, Suite 201

Jupiter, FL 33477

(Address of principal executive offices and zip code)

(561) 743-8333

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		DYAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 15, 2025, Dyadic International, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Security Agreement, dated March 8, 2024 (the “Security Agreement”), with a majority of the current holders of the Company’s Senior Secured Convertible Promissory Notes due March 8, 2027. Pursuant to the Amendment, Schedule A of the Security Agreement was replaced in its entirety to reflect updates to the Secured Parties (as defined in the Security Agreement) thereunder, including the addition of a trust for the benefit of the Company’s CEO, Mark Emalfarb, as a result of his purchase and assignment to him of one of the Company’s Senior Secured Convertible Promissory Notes due March 8, 2027 in a principal amount of $1,000,000.

The foregoing description of the Amendment is only a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

10.1		Amendment to Security Agreement dated as of September 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DYADIC INTERNATIONAL, INC.

Date: September 16, 2025	By:	/s/ Ping W. Rawson
		Ping W. Rawson
		Chief Financial Officer

Exhibit 10.1

AMENDMENT TO SECURITY AGREEMENT

This Amendment (this “Amendment”), dated as of September 15, 2025, to that certain Security Agreement, dated March 8, 2024 (the “Security Agreement”), among Dyadic International, Inc. (the “Company”) and the investors party thereto, is entered into between the Company and the Secured Parties signatory hereto, who represent a majority of the principal outstanding pursuant to the Notes. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Security Agreement.

WHEREAS, any provision of the Security Agreement may be amended by a written instrument executed by the Company and Holders holding a majority of the then outstanding principal under all Notes issued pursuant to the Purchase Agreement, which amendment shall be binding on all successors and assigns.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

1. Schedule A of the Security Agreement be deleted in its entirety and replaced with:

SCHEDULE A

Secured Party		Principal Amount
Franciso Trust dated 2-28-1996		$1,000,000
Barry M. Kitt		$1,000,000
CK Management LLC		$1,000,000
Mark A. Emalfarb Trust dated October 1, 1987, as amended and restated on June 28, 2019		$1,000,000
Gregory J. Gozzo		$375,000
Jonathan E. Gozzo		$375,000
Walter H. Morris DLW Partnership LP		$250,000
Emalfarb Descendant Trust		$90,000

2. Except as modified herein, the Security Agreement remain in full force and effect.

3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.

4. This Amendment shall be governed pursuant to New York law.

[Remainder of page intentionally blank; signature page to follow.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

Dyadic International, Inc.

By:
Name:	Ping Rawson
Title:	CFO

SECURED PARTY:

By:
Name:

Current Principal Amount of Note: