false 0001213809 0001213809 2023-03-28 2023-03-28
--12-31
 
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): March 28, 2023
 
 
Dyadic International, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
000-55264
45-0486747
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
   
140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL
33477
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (561) 743-8333
 
(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On March 28, 2023, the board of directors (the “Board”) of Dyadic International, Inc. (the “Company”) amended and restated the Company’s Second Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately. Among other things, the amendments relate to (i) Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (ii) recent amendments to the Delaware General Corporation Law.
 
The foregoing summary of the Bylaws does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
 
 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
3.1
  
   
104
  
Cover page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURE
 
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.
     
March 29, 2023
By:
/s/ Mark A. Emalfarb
   
Mark A. Emalfarb
   
Chief Executive Officer
 
 
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