DYADIC INTERNATIONAL INC

Item 1A.

Risk Factors

TOthere h than as set forth below, there have been no changes to our risk factors from those disclosed in our Annual Report for the 2024 fiscal year filed on March 26, 2025.

We have in the past, and may in the future, be unable to comply with the listing standards of the Nasdaq Stock Market LLC (Nasdaq). If we fail to comply with listing standards in the future, our common stock may be delisted. Delisting could adversely affect the liquidity of our common stock, and the market price of our common stock could decrease, and our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern would be substantially impaired.

Our common stock is currently listed on the Nasdaq Capital Market, which has minimum requirements that a company must meet in order to remain listed. These requirements include maintaining a minimum Market Value of Listed Securities (MVLS) of $35 million, which MVLS cannot fall below $35 million for a period of more than 30 consecutive trading days, or the MVLS Requirement. On June 23, 2025, we received a deficiency notice from the Staff of Nasdaq, notifying us that, for the last 30 consecutive business days, the Companys securities have not maintained the minimum MVLS of $35 million required by the continued listing requirements of Nasdaq Listing Rule 5550(b)(2). The MVLS Notice has no immediate effect on the listing of the Companys common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until December 20, 2025, to regain compliance with the minimum MVLS requirement by having the Companys MVLS close at $35 million or more for a minimum of 10 consecutive business days before the MVLS Compliance Date (subject to the Staffs discretion to extend this period under Nasdaq Listing Rule 5810(c)(3)(H)). On July 17, 2025, we received a separate deficiency notice from the Staff of Nasdaq notifying the Company that for the last 30 consecutive business days the Companys securities have not maintained the minimum bid price of at least $1 per share required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2). The Minimum Bid Price Notice has no immediate effect on the listing of the Companys common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until January 13, 2026 to regain compliance with the minimum bid price requirement by having the Companys bid price close at $1 per share or more for a minimum of 10 consecutive business days before the Minimum Bid Price Compliance Date (subject to the Staffs discretion to extend this period under Nasdaq Listing Rule 5810(c)(3)(H)).

If the Company does not regain compliance by the MVLS Compliance Date or the Minimum Bid Price Compliance Date, the Staff will provide written notification that the Companys common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq to the panel, such appeal would be successful. In the event we fail to comply with listing standards in the future, and we do not regain compliance with the MVLS Requirement or the Minimum Bid Price Requirement prior to the expiration of the applicable compliance period, unless Nasdaq exercises its discretion to extend this period, our common stock may be subject to a delisting action by Nasdaq.

In the event that our common stock is delisted from Nasdaq as a result of our failure to comply with the MVLS Requirement or the Minimum Bid Price Requirement, as a result of Nasdaq not granting us an extension or the panel not granting us a favorable decision or due to our failure to continue to comply with any other requirement for continued listing on Nasdaq, trading of our common stock could be conducted in the over-the-counter market established for unlisted securities such as the OTCQX, the OTCQB, the OTCID Basic Market or the Pink Limited Market, but there can be no assurance that our common stock will be eligible for trading on any such alternative market.

Additionally, if our common stock is delisted from Nasdaq, the liquidity of our common stock would be adversely affected, the market price of our common stock could decrease, our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern would be substantially impaired and transactions in our common stock could lose federal preemption of state securities laws. Furthermore, there could also be a reduction in our coverage by securities analysts, and the news media and broker-dealers may be deterred from making a market in or otherwise seeking or generating interest in our common stock, which could cause the price of our common stock to decline further. Moreover, delisting may also negatively affect our collaborators, vendors, suppliers and employees confidence in us and employee morale.