Dyadic International Inc 10-K/A, filed Jul 27, 2021
Dyadic International Inc (DYAI)
About this 10-K/A
Dyadic International Inc filed this 10-K/A on July 27, 2021, covering the fiscal year ended December 31, 2020.
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____ to ______
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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Item 15.
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Financial Statement and Exhibits
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Incorporated by Reference
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Exhibit
No.
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Description of Exhibit
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Form
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Original No.
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Date Filed
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Filed Herewith
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2.1*#
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10-12G
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2.1
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January 14, 2019
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3.1#
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10-12G
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3.1
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January 14, 2019
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3.2#
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10-12G
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3.2
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January 14, 2019
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4.1#
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10-12G
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4.1
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January 14, 2019
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4.2#
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S-3
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August 13, 2020
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10.1**#
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10-12G
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10.1
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January 14, 2019
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10.2**#
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10-12G
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10.2
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January 14, 2019
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10.3**#
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10-12G
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10.3
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January 14, 2019
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10.4**#
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10-12G
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10.4
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January 14, 2019
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10.5**#
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10-12G
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10.5
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January 14, 2019
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10.5.1**#
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8-K
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10.1
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November 13, 2019
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10.7**#
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10-12G
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10.7
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January 14, 2019
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10.8**#
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10-12G
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10.8
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January 14, 2019
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10.9**#
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10-12G
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10.9
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January 14, 2019
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10.10#
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10-12G
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10.10
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January 14, 2019
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10.11#
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10-K
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10.11
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March 30, 2020
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10.11.1#
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10-K | 10.11.1 | March 30, 2021 | |||||||
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10.12†#
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10-12G
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10.12
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January 14, 2019
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10.13†#
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10-12G
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10.13
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January 14, 2019
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10.13.1†#
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8-K
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10.1
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July 5, 2019
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10.14†#
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10-12G
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10.14
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January 14, 2019
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10.15†#
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10-12G
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10.15
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January 14, 2019
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10.16†#
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10-12G
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10.16
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January 14, 2019
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10.17†#
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10-12G
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10.17
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January 14, 2019
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10.18†#
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8-K
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10.1
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May 8, 2019
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10.19†#
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8-K
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10.1
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May 8, 2019
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10.19.1†#
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8-K
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10.1
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June 29, 2020
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10.20†#
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8-K
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10.1
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May 2, 2019
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10.20.1†#
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8-K
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10.2
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May 2, 2019
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10.21#
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S-3
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1.2
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August 13, 2020
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14
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Code of Ethics (1)
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(1)
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21.1#
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10-12G
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21.1
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January 14, 2019
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23.1
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x
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31.1
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x
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31.2
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x
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32.1
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x
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32.2
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x
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Incorporated by Reference
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Exhibit
No.
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Description of Exhibit
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Form
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Date Filed
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Filed Herewith | ||||
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101.INS
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XBRL Instance Document
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10-K | March 30, 2021 | |||||
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101.SCH
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XBRL Taxonomy Extension Schema Document
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10-K | March 30, 2021 | |||||
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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10-K | March 30, 2021 | |||||
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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10-K | March 30, 2021 | |||||
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document
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10-K | March 30, 2021 | |||||
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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10-K | March 30, 2021 | |||||
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104
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Cover Page Interactive Data File
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DYADIC INTERNATIONAL, INC.
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July 27, 2021
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By:
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/s/ Mark A. Emalfarb
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Mark A. Emalfarb
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President and Chief Executive Officer
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(Principal Executive Officer)
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July 27, 2021
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By:
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/s/ Ping W. Rawson
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Ping W. Rawson
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Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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Exhibit 23.1
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Mayer Hoffman McCann P.C. 13577 Feather Sound Drive, Suite 400 ■ Clearwater, FL 33762 Main: 727.572.1400 ■ Fax: 727.571.1933 ■ www.mhmcpa.com |
Consent of Independent Registered Public Accounting Firm
We have issued our report dated March 30, 2021, with respect to the consolidated financial statements included in the Annual Report of Dyadic International, Inc. on Form 10-K for the year ended December 31, 2020. We consent to the incorporation by reference of said report in the Registration Statements of Dyadic International, Inc. on Form S-3 (File No. 333-245687) and Form S-8 (File No. 333-231712).
/s/ Mayer Hoffman McCann P.C.
Clearwater, Florida
July 27, 2021
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Mark A. Emalfarb, certify that:
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I have reviewed this annual report on Form 10-K/A of Dyadic International Inc.; |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | July 27, 2021 |
| By: | /s/ Mark A. Emalfarb |
| Name: | Mark A. Emalfarb |
| Title: | Chief Executive Officer |
Exhibit 31.2
Certification of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Ping W. Rawson, certify that:
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1. |
I have reviewed this annual report on Form 10-K/A of Dyadic International Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
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a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: |
July 27, 2021 |
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By: |
/s/ Ping W. Rawson |
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Name: |
Ping W. Rawson |
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Title: |
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dyadic International Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Emalfarb, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: |
July 27, 2021 |
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By: |
/s/ Mark A. Emalfarb |
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Name: |
Mark A. Emalfarb |
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Title: |
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dyadic International Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ping W. Rawson, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: |
July 27, 2021 |
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By: |
/s/ Ping W. Rawson |
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Name: |
Ping W. Rawson |
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Title: |
Chief Financial Officer |