SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Francisco Trust under agreement dated February 28, 1996

(Last)

(First)

(Middle)

606 DAUPHINE AVENUE

(Street)

NORTHBROOK

ILLINOIS

60062

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DYADIC INTERNATIONAL INC [ DYAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/06/2024		S		26,340	D	$2.4264	3,522,188	D
Common Stock	12/20/2024		S		25,281	D	$1.8725	3,496,907	D
Common Stock	12/23/2024		S		41,143	D	$1.8367	3,455,764	D
Common Stock	12/24/2024		S		5,100	D	$1.8024	3,450,664	D
Common Stock	12/30/2024		S		40,000	D	$1.9768	3,410,664	D
Common Stock	01/06/2025		S		20,000	D	$1.9229	3,390,664	D
Common Stock	01/07/2025		S		15,000	D	$2.0149	3,375,664	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$1.79⁽¹⁾	03/08/2024		P⁽¹⁾		558,659⁽¹⁾		03/08/2024	03/08/2027⁽²⁾	Common Stock	558,659	$0	558,659	D
Common Stock	$1.4⁽²⁾	10/04/2024		J⁽³⁾		155,627⁽³⁾		03/08/2024	03/08/2027⁽²⁾	Common Stock	155,627⁽³⁾	$0	714,286⁽³⁾	D
Common Stock	$1.05⁽³⁾	12/23/2025		J⁽⁴⁾		238,095⁽⁴⁾		03/08/2024	12/31/2027	Common Stock	238,095⁽⁴⁾	$0	952,381⁽⁴⁾	D

Explanation of Responses:

1. On March 8, 2024, the issuer issued an 8.0% senior secured convertible promissory note (the "Note") to the reporting person. The Note was convertible at $1.79 per share, into a total of 558,659 shares of the issuer's common stock, at any time prior to March 8, 2027.

2. The initial expiration date was March 8, 2027. The Note was subsequently amended such that, as of the date hereof, the expiration date is December 31, 2027.

3. On October 4, 2024, the Note was amended to reduce the conversion price to $1.40 per share, such that the Note, as amended, was convertible into an additional 155,627 shares of the issuer's common stock, for total of 714,286 shares of the issuer's common stock.

4. On December 23, 2025, the Note, as amended, was amended again to reduce the conversion price to $1.05 per share, such that the Note, as amended, was convertible into an additional 238,095 shares of the issuer's common stock, for a total of 952,381 shares of the issuer's common stock.

	/s/ Thomas Emalfarb, Trustee of Francisco Trust u/a dtd 2/28/96	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)