Dyadic International, Inc. Enters At-The-Market Issuance Sales Agreement with Craig-Hallum Capital Group LLC

Key Points

• At-The-Market (ATM) Issuance Sales Agreement: Dyadic International, Inc. (“Dyadic” or “the Company”) has entered into an At-The-Market Issuance Sales Agreement with Craig-Hallum Capital Group LLC (“Craig-Hallum”) dated March 6, 2026.
• Common Stock Offering: Under this agreement, Dyadic may offer and sell shares of its common stock (par value \$0.001 per share) from time to time through Craig-Hallum, as its sales agent.
• Registration Statement and Prospectus: The shares are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-273829), which was previously filed with, and declared effective by, the Securities and Exchange Commission (SEC).
• Legal Opinion: A legal opinion from White & Case LLP regarding the shares has been filed as Exhibit 5.1 to the Form 8-K.
• Material Terms: The ATM Sales Agreement and related documents are attached as exhibits to the Form 8-K. The agreement outlines representations, warranties, and covenants made by Dyadic and Craig-Hallum, and provides the framework for the sale of shares directly into the market.
• No Permitted Free Writing Prospectuses: As of the filing, there are no Permitted Free Writing Prospectuses related to this offering.

Shareholder Considerations and Potential Price-Sensitive Information

• Potential Dilution: The ATM facility allows Dyadic to issue and sell shares at prevailing market prices, which may result in the dilution of existing shareholders’ equity.
• Use of Proceeds: Although not specified in detail in this filing, proceeds from any sales under the ATM agreement can be used for general corporate purposes, which may include working capital, capital expenditures, research and development, or acquisitions.
• Flexibility and Timing: The ATM structure gives Dyadic flexibility to raise capital opportunistically, which can be advantageous if the market price of the shares is favorable, but may also increase volatility depending on the timing and size of issuances.
• Compliance and Financial Reporting: Dyadic affirms that its SEC filings, including quarterly and annual reports, will include detailed disclosures of shares sold, proceeds received, and commissions paid in connection with the ATM agreement, ensuring ongoing transparency for investors.
• Material Adverse Changes: The agreement includes standard clauses that allow either party to suspend or terminate sales if material adverse changes occur in the Company’s business, operations, or financial condition, or if the Company fails to maintain compliance with SEC or exchange listing requirements.
• Legal and Regulatory Risks: The Company makes standard representations regarding the accuracy of disclosed information, the absence of material adverse changes, and compliance with all listing and regulatory obligations.

Detailed Overview of the Agreement

The At-The-Market Issuance Sales Agreement with Craig-Hallum enables Dyadic to sell shares of its common stock directly into the market at prevailing prices, up to the amount registered under its shelf registration. Craig-Hallum acts as the sales agent and may, at Dyadic’s instruction, sell shares on a best efforts basis, subject to agreed-upon parameters such as minimum price, maximum volume, and timing.

Craig-Hallum’s Role: Craig-Hallum will execute sales of the shares as Dyadic’s agent and is entitled to a sales commission as specified in the Sales Agreement. The actual commission rate and potential total compensation are to be disclosed in the appropriate prospectus supplement upon each sale.

Ongoing Disclosures: Dyadic commits to providing timely and transparent reporting of ATM sales and proceeds in its Exchange Act filings and prospectus supplements. Any material misstatement or omission in the Registration Statement or Prospectus will be promptly corrected, and sales may be suspended if required for compliance.

Legal Opinions and Exhibits: The ATM Sales Agreement and the legal opinion from White & Case LLP are filed as exhibits to the Form 8-K, and are incorporated by reference. Certain schedules have been omitted from the public filing in accordance with SEC rules but will be provided to the SEC upon request.

No Immediate Offering: The filing of this ATM agreement does not by itself constitute an offer to sell or a solicitation of an offer to buy shares. Actual sales will be made only pursuant to the prospectus and applicable securities laws, and only in jurisdictions where such sales are permitted.

Additional Representations and Covenants

• The Company affirms it is in good standing, is not an “ineligible issuer,” and meets all requirements of the Securities Act and Exchange Act for ATM offerings.
• No material adverse changes have occurred since the last SEC filings, and the Company’s financial statements fairly represent its condition.
• There are no undisclosed material legal proceedings, off-balance sheet arrangements, or defaults on debt or leases that would impact the Company’s ability to perform under the agreement.
• Internal controls, disclosure controls, and procedures are in place and have not been subject to material weaknesses or fraud since the date of the last audited financial statements.
• FINRA and the exchange must not object to the fairness or structure of the agreement, and trading in the Company’s common stock must not be suspended or delisted during the period of the agreement.

Conclusion

The initiation of an At-The-Market Issuance Sales Agreement is a significant development for Dyadic International, Inc., offering the Company a flexible mechanism to raise capital as needed. While this can enhance liquidity and support growth initiatives, it may also result in dilution to existing shareholders and could affect the share price, particularly if large volumes of stock are sold into the market.

Investors are encouraged to review Dyadic’s upcoming quarterly and annual reports for detailed disclosures about the use of proceeds, shares sold under the ATM program, and any commissions paid, as these can impact both the Company’s financial position and the stock’s market performance.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer or solicitation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions. The information herein is based on the latest available public filings as of the date of this article and is subject to change without notice.

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