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): November 12, 2019
Dyadic International, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
000-55264
(Commission File Number)
45-0486747
(I.R.S. Employer Identification Number)
140 Intracoastal Pointe Drive, Suite 404
Jupiter, FL 33477
(Address of principal executive offices and zip code)
(561) 743-8333
(Registrant’s telephone number, including area code)
N/A
 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐
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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2019, Dyadic International, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Employment Agreement between the Company and Mark A. Emalfarb, dated as of June 16, 2016, as amended (the “Agreement”). Pursuant to the Amendment, the stock options to be awarded to Mr. Emalfarb upon the Company entering into a first or second licensing and/or collaboration transaction, as provided in the Agreement, shall each be awarded on the date of the relevant licensing and/or collaboration transaction and shall each have a fixed exercise date on the tenth anniversary of the date of grant.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being furnished herein:
Exhibit
Number
Description
10.1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 13, 2019

Dyadic International, Inc.
By: /s/ Ping W. Rawson
Name: Ping W. Rawson
Title: Chief Financial Officer


Exhibit 10.1
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT (this “Second Amendment”) is made and entered into by and between DYADIC INTERNATIONAL, INC., a Delaware corporation (the “Company”) and MARK A. EMALFARB (the “Executive”) as of November 12 , 2019.
RECITALS:
WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated as of June 16, 2016, as amended by that First Amendment dated as of January 23, 2018 (the “Employment Agreement”);
WHEREAS, the Employment Agreement provides that options to purchase up to a total of 600,000 shares of the Company’s common stock (the “Stock Options”) shall be awarded to the Executive and shall vest on the date or dates when the Company shall have entered into certain licensing and/or collaboration transactions as specified therein; and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement to provide that certain of the Stock Options shall have a fixed exercise date on the tenth anniversary of the date on the which the Stock Options are awarded and vest.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Company and the Executive hereby agree to amend the Employment Agreement as follows:
1.Amendment. Section 3(e) of the Employment Agreement is hereby amended and restated to read as follows:
“(e) Licensing/Collaboration Transaction Stock Options. Upon the execution of this Agreement, the Company shall cause the Compensation Committee to authorize for the Executive stock options to purchase up to six hundred thousand (600,000) shares of the Company's common stock which shall be awarded to the Executive and shall be exercised as follows.
For purposes of this Agreement a Bona Fide transaction is defined as a license, joint venture or other collaboration for development of a specific biologic with the intent to commercialize and/or a license agreement that generates a cumulative five million dollars ($5,000,000) in non-refundable cash, or when either the vaccine or biologic pharmaceutical business category is sold.
(i) a first option for two hundred thousand (200,000) shares at an exercise price equal to the June 3, 2016 publicly-traded price of the common stock (the "First Option") will be awarded and vest on the date



(the "First Option Award Date") when the Company shall have entered into a Bona Fide licensing agreement or other form of collaboration with Sanofi or another biotech/pharmaceutical company approved by the Board providing for the Company's grant of a license or other form of collaboration to such party to the Company's C1 technology for use in developing or manufacturing vaccines, antibodies or other biologics (the "First License/Collaboration"), and will be exercised automatically without any action by the Executive on the tenth anniversary of the First Option Award Date;
(ii) a second option for two hundred thousand (200,000) shares at an exercise price equal to the June 3, 2016 publicly-traded price of the common stock (the "Second Option") will be awarded and vest on the date (the "Second Option Award Date") when the Company shall have entered into a second such Bona Fide licensing agreement or other form of collaboration with Sanofi or another biotech/pharmaceutical company approved by the Board providing for the Company's grant of a license or other form of collaboration to such party to the Company's C1 technology for use in developing or manufacturing vaccines, anti-bodies or other biologics (the "Second License/Collaboration"), and will be exercised automatically without any action by the Executive on the tenth anniversary of the Second Option Award Date;
(iii) on the Second Option Award Date, a third option will be awarded to the Executive, exercisable for five (5) years, to purchase an additional two hundred thousand (200,000) shares of the Company's common stock at an exercise price equal to the price of the Company's publicly-traded shares on the Second Option Award Date. This option award will vest when the Company shall have entered into a third such Bona Fide licensing agreement or other form of collaboration with a biotech/pharmaceutical company as approved by the Board providing for the Company's grant of a license or other form of collaboration to such party to the Company's C1 technology for use in developing or manufacturing vaccines, antibodies or other biologics.”
2.Effect. Except as expressly amended by the provisions of this Second Amendment, all of the terms and provisions of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Executive have executed this Second Amendment as of the day and year first written above.
DYADIC INTERNATIONAL, INC.



By: /s/ Michael P. Tarnok
Name: Michael P. Tarnok
        Title: Chairman


/s/ Mark A. Emalfarb
Mark A. Emalfarb