UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32513

DYADIC INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

45-0486747

State or Other Jurisdiction

of Incorporation or Organization

I.R.S. Employer

Identification No.

1044 North U.S. Highway One, Suite 201

Jupiter, Florida

33477

Address of Principal Executive Offices

Zip Code

(561) 743-8333

Registrant’s Telephone Number, Including Area Code

N/A

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock as of November 11, 2025 was 36,187,798.

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
Signatures		32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws, particularly under Item 2 “Management’s Discussion and Analysis.” All statements other than statements of historical fact are forward-looking. Examples of forward-looking statements include, but are not limited to, statements regarding industry prospects, future business, future results of operations or financial condition, future liquidity and capital resources, our ability to implement our agreements with third parties, management strategies, and our competitive position. Forward-looking statements generally can be identified by use of the words “expect,” “should,” “intend,” “anticipate,” “will,” “project,” “may,” “might,” “potential,” or “continue” and other similar terms or variations of them or similar terminology. Dyadic International, Inc., and its subsidiaries caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such statements reflect the current views of our management with respect to our operations, results of operations and future financial performance.

Forward-looking statements involve many risks, uncertainties, or other factors beyond Dyadic’s control. These factors include, but are not limited to (i) our history of net losses; (ii) market and regulatory acceptance of our microbial protein production platforms and other technologies; (iii) failure to commercialize our microbial protein production platforms or our other technologies; (iv) competition, including from alternative technologies; (v) the results of nonclinical studies and clinical trials; (vi) our capital needs; (vii) changes in global economic and financial conditions; (viii) our reliance on information technology; (ix) our dependence on third parties; (x) government regulations and environmental, social and governance issues; (x) intellectual property risks; (xi) our ability to comply with the listing standards of the Nasdaq Stock Market LLC; and (xii) other factors discussed in Dyadic’s publicly available filings, including information set forth under the caption “Risk Factors” in this Quarterly Report and in our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 26, 2025 (the “Annual Report”). We caution you that the foregoing list of important factors is not exclusive. Any forward-looking statements are based on our beliefs, assumptions, and expectations of future performance, considering the information currently available to us. Before investing in our Common Stock, investors should carefully read the information set forth under the caption “Risk Factors” and elsewhere in this Quarterly Report, in our Annual Report and in our other SEC filings, which could have a material effect on our business, results of operations and financial condition. The forward-looking statements contained in this Quarterly Report are made only as of the date hereof, and except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in our expectations.

PART I

Item 1. Financial Statements

DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2025			December 31, 2024
	(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	5,834,510		$	6,506,750
Short-term investment securities		3,098,840			2,756,577
Restricted cash and cash equivalents		1,321,278			—
Interest receivable		34,117			24,248
Accounts receivable		916,574			237,027
Prepaid expenses and other current assets		339,943			303,066
Total current assets		11,545,262			9,827,668

Non-current assets:
Long-term investment securities		64,561			—
Operating lease right-of-use asset, net		52,401			92,211
Other assets		10,533			10,396
Total assets	$	11,672,757		$	9,930,275

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,208,410		$	482,320
Accrued expenses		1,372,364			970,462
Deferred research and development obligations		1,337,138			833,813
Operating lease liability, current portion		48,927			54,249
Accrued interest		60,000			80,000
Accrued interest- related party		25,133			27,173
Accrued interest		25,133			27,173
Total current liabilities		4,051,972			2,448,017

Non-current liabilities:
Convertible notes, net of issuance costs		2,954,882			3,911,471
Convertible notes, net of issuance costs - related party		2,058,569			1,065,876
Convertible notes, net of issuance costs		2,058,569			1,065,876
Operating lease liability, net of current portion		—			34,621
Total liabilities		9,065,423			7,459,985

Commitments and contingencies (Note 5)		-

Stockholders’ equity:
Preferred stock, $.0001 par value:
Authorized shares - 5,000,000; none issued and outstanding Common stock, $.001 par value:		—			—
Preferred stock, $.0001 par value: Authorized shares - 5,000,000; none issued and outstanding:		—			—
Authorized shares - 100,000,000; issued shares - 48,441,300 and 42,089,301, outstanding shares - 36,187,798 and 29,835,799 as of September 30, 2025, and December 31, 2024, respectively		48,442			42,090
Common stock, $.001 par value: Authorized shares - 100,000,000; issued shares - 48,441,300 and 42,089,301, outstanding shares - 36,187,798 and 29,835,799 as of September 30, 2025, and December 31, 2024, respectively		48,442			42,090
Additional paid-in capital		113,372,652			107,444,595
Treasury stock, shares held at cost - 12,253,502		(18,929,915	)		(18,929,915	)
Accumulated deficit		(91,883,845	)		(86,086,480	)
Total stockholders’ equity		2,607,334			2,470,290
Total liabilities and stockholders’ equity	$	11,672,757		$	9,930,275

The accompanying notes are an integral part of these unaudited consolidated financial statements.

DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues:
Research and development revenue	$	350,046		$	532,500		$	746,595		$	1,253,013
Grant revenue		814,571			—			1,528,224			—
License and milestone revenue		—			1,425,000			250,000			1,425,000
Total revenue		1,164,617			1,957,500			2,524,819			2,678,013

Costs and expenses:
Costs of research and development revenue		254,753			395,894			529,690			841,805
Costs of grant revenue		769,250			—			1,405,562			—
Research and development		571,872			460,241			1,696,230			1,498,593
General and administrative		1,481,356			1,297,984			4,514,324			4,694,334
Foreign currency exchange loss		12,755			5,995			35,925			14,044
Total costs and expenses		3,089,986			2,160,114			8,181,731			7,048,776

Loss from operations		(1,925,369	)		(202,614	)		(5,656,912	)		(4,370,763	)

Other income (expense):
Interest income		63,467			127,331			201,052			353,245
Interest expense		(85,934	)		(88,833	)		(264,633	)		(199,106	)
Interest expense - related party		(28,176	)		(39,344	)		(76,872	)		(102,632	)
Interest expense		(28,176	)		(39,344	)		(76,872	)		(102,632	)
Total other income (expense), net		(50,643	)		(846	)		(140,453	)		112,484

Net loss	$	(1,976,012	)	$	(203,460	)	$	(5,797,365	)	$	(4,258,279	)

Basic and diluted net loss per common share	$	(0.06	)	$	(0.01	)	$	(0.17	)	$	(0.15	)

Basic and diluted weighted-average common shares outstanding		34,507,530			29,503,143			34,507,530			29,503,143

The accompanying notes are an integral part of these unaudited consolidated financial statements.

DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Shares		Amount		Shares			Amount			Capital			Deficit			Total
	Nine Months Ended September 30, 2025
	Common Stock				Treasury Stock						Additional Paid-In			Accumulated
	Shares		Amount		Shares			Amount			Capital			Deficit			Total
January 1, 2025		42,089,301	$	42,090		(12,253,502	)	$	(18,929,915	)	$	107,444,595		$	(86,086,480	)	$	2,470,290
Stock-based compensation expense		—		—		—			—			225,030			—			225,030
Issuance of common stock upon vesting of restricted stock units		250,964		251		—			—			231,370			—			231,621
Issuance of common stock upon exercise of stock options		27,483		27		—			—			24,222			—			24,249
Net loss		—		—		—			—			—			(2,027,579	)		(2,027,579	)
March 31, 2025		42,367,748	$	42,368		(12,253,502	)	$	(18,929,915	)	$	107,925,217		$	(88,114,059	)	$	923,611
Stock-based compensation expense		—		—		—			—			340,462			—			340,462
Issuance of common stock upon vesting of restricted stock units		21,552		22		—			—			(22	)		—			—
Net loss		—		—		—			—			—			(1,793,774	)		(1,793,774	)
June 30, 2025		42,389,300	$	42,390		(12,253,502	)	$	(18,929,915	)	$	108,265,657		$	(89,907,833	)	$	(529,701	)
Stock-based compensation expense		—		—		—			—			172,352			—			172,352
Issuance of common stock, net of offering costs of $808,760		6,052,000		6,052		—			—			4,934,643			—			4,940,695
Net loss		—		—		—			—			—			(1,976,012	)		(1,976,012	)
September 30, 2025		48,441,300	$	48,442

SEC Form 10-Q filed by Dyadic International Inc.