SECURITIES & EXCHANGE COMMISSION EDGAR FILING
DYADIC INTERNATIONAL INC
Form: 10-K
Date Filed: 2021-03-30
Corporate Issuer CIK: 1213809
© Copyright 2021, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
☐ 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: 000-55264
DYADIC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
45-0486747
(I.R.S. Employer Identification No.)
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
(Address of principal executive offices) (Zip Code)
(561) 743-8333
(Registrant’s telephone number, including area code)
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
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☐
Non-accelerated filer ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. Yes ☐ No ☒
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (27,482,157 shares) computed by reference to
the closing price of $8.68 as reported on the NASDAQ Stock Markets on June 30, 2020 (the last business day of the registrant’s most recently completed
second fiscal quarter) was approximately $238 million. Shares of the registrant’s common stock held by executive officers, directors, and their affiliates have
been excluded from this calculation. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 29, 2021, the registrant had 27,554,157 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Report, to the extent not set forth herein, is incorporated in this Report by reference to the Registrant’s definitive proxy
statement relating to the 2021 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within
120 days after the end of the 2020 fiscal year.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationship and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
SIGNATURES
INDEX TO FINANCIAL STATEMENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information (other than historical facts) set forth in this Annual Report contains forward-looking statements within the meaning of the Federal securities
laws, which involve many risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements.
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. Such forward-looking statements are included under Item 7 “Management’s
Discussion and Analysis”. Dyadic International, Inc., and its subsidiaries cautions 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 within and/or beyond Dyadic’s control. These factors include, but are not limited to, (1) general economic, political and market
conditions; (2) our ability to generate the required productivity, stability, purity, performance, cost, safety and other data necessary to carry out and implement our
biopharmaceutical research and business plans and strategic initiatives; (3) our ability to retain and attract employees, consultants, directors and advisors; (4) our
ability to implement and successfully carry out Dyadic’s and third parties’ research and development efforts; (5) our ability to obtain new license and research
agreements; (6) our ability to maintain our existing access to, and/or expand access to third party contract research organizations in order to carry out our
research projects for ourselves and third parties; (7) competitive pressures and reliance on our key customers and collaborators; (8) the pharmaceutical and
biotech industry, governmental regulatory and other agencies’ willingness to adopt, utilize and approve the use of the C1 gene expression platform; (9) the risk of
theft, misappropriation or expiration of owned or licensed proprietary and intellectual property, genetic and biological materials owned by us and/or Danisco US,
Inc. and VTT Technical Research Centre of Finland Ltd; (10) speculative nature and illiquidity of equity securities received as consideration from sub-licenses;
(11) our expectations concerning the impact of the novel coronavirus identified as “COVID-19” on our business and operating results; and (12) other factors
discussed in Dyadic’s publicly available filings, including information set forth under the caption “Risk Factors” in this Annual Report. We caution you that the
foregoing list of important factors is not exclusive. The forward-looking statements are based on our beliefs, assumptions and expectations of future
performance, considering the information currently available to us. These statements are only predictions based upon our current expectations and projections
about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Moreover, we operate in a highly regulated,
competitive and rapidly changing environment. Our competitors have far greater resources, infrastructure and market presence than we do which makes it difficult
for us to enter certain markets, and/or to gain or maintain customers. New risks emerge from time to time and it is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements we may make. Before investing in our common stock, investors should carefully read the
information set forth under the caption “Risk Factors” and elsewhere in this Annual Report which could have a material adverse effect on our business, results of
operations and financial condition.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the
forward-looking statements will be achieved or occur. Except as required by law, we undertake no obligation to publicly update any forward-looking statements
for any reason after the date of this Annual Report to conform these statements to actual results or to changes in our expectations.
We qualify all our forward-looking statements by these cautionary statements. In addition, with respect to all our forward-looking statements, we claim
the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Item 1.
Business
Overview
PART I
Dyadic International, Inc. (“Dyadic”, “we”, “us”, “our”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with
operations in the United States, a satellite office in the Netherlands, utilizing several global research organizations, consulting firms, academic, government and
industry collaborators to perform research and development, pre-clinical and clinical trials, manufacturing, and other services under contract to Dyadic. Over the
past two plus decades, the Company has developed a gene expression platform for producing commercial quantities of industrial enzymes and other proteins,
and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in industrial (non-pharmaceutical)
applications. This technology is based on the Thermothelomyces heterothallica (formerly known as Myceliophthora thermophila) fungus, which the Company
named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other proteins.
On December 31, 2015, the Company sold its industrial technology business to Danisco USA (“Danisco”), the industrial biosciences business of DuPont
(NYSE: DD) (the “DuPont Transaction”). As part of the DuPont Transaction, Dyadic retained co-exclusive rights to the C1 technology for use in all human and
animal pharmaceutical applications, and currently has the exclusive ability to enter into sub-license agreements (subject to the terms of the license and to certain
exceptions). Danisco retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of
pharmaceutical products, for which it will be required to make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a
royalty to either Danisco or certain licensors of Danisco, depending upon whether Dyadic elects to utilize certain patents either owned by Danisco or licensed in
by Danisco.
After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the
proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the
performance of biologic vaccines, drugs, and other biological products at flexible commercial scales for use in animal and human health.
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The Company and its C1 technology played an important role in the €20 million Zoonosis Anticipation Preparedness Initiative ZAPI) program, which was
a five-year research and development program sponsored by the European Union. ZAPI brought together experts in human and animal health to create new
platforms and technologies that will facilitate a fast, coordinated, and practical response to new pandemic threats as soon as they emerge. The Company’s C1
gene expression and recombinant protein production platform was selected by ZAPI as a production host of antigens for the Schmallenberg virus (SBV) and Rift
Valley Fever virus (RVFV). The C1 expressed SBV antigen was produced at approximately 300 times greater yield than the SBV antigen expressed from insect
(baculovirus) cells and was more stable. Additionally, the C1 SBV antigen was shown to be safe and effective to provide full protection to cattle, sheep and mice
from the SBV. Based on these results, ZAPI has provided additional funding in 2021 to perform expanded animal trials with C1 expressed antigens for SBV and
RVFV and to generate additional safety and efficacy data. Several positive outcomes have already originated from the ZAPI results, including several fully
funded animal health projects and several COVID-19 vaccine collaborations, including Dyadic’s proprietary receptor-binding domain (RBD) antigen of the SARS-
CoV-2 spike protein, DYAI-100. The C1 expressed SARS-CoV-2 RBD antigen has been developed and tested in various collaborations, including with three of
the top infectious disease and coronavirus scientists who worked with Dyadic and C1 in the ZAPI consortium, the Israel Institute for Biological Research (IIBR),
Medytox, Inc., and others. These activities have positioned the Company to determine the best path forward for an anticipated first-in-human Phase 1 clinical
program of DYAI-100 in the second half of 2021. The goal of the DYAI-100 Phase 1 clinical trial is to validate that proteins produced from the Company’s
proprietary and patented C1-cells are safe in humans to accelerate the C1technology platform’s adoption and commercialization and to serve as proof of
concept for the development of next generation multivariant COVID-19 vaccine candidates.
Based on a growing amount of safety, efficacy and productivity data from research and development programs within ZAPI, the IIBR and several internal
and externally funded programs, we and a growing number of scientists globally believe that the C1 technology can be used to speed the development, lower
production costs, and improve the performance of biologic vaccines, drugs and other biological products which can be efficiently manufactured at flexible
commercial scales more affordably. Based on these internally and externally funded C1-cell engineering programs, the number and types of potential vaccines,
drugs and biologic products which may be developed and commercialized, continues to grow. Some examples of human and animal vaccines and drugs which
have the potential to be produced from C1-cells are protein antigens, virus-like particles (VLPs), monoclonal antibodies (mAbs), Bi/Tri-specific antibodies, Fab
antibody fragments, Fc-Fusion proteins, as well as other therapeutic enzymes and proteins. The Company is involved in multiple funded research collaborations
with animal and human pharmaceutical companies which are designed to leverage its C1 technology to develop innovative vaccines and drugs, biosimilars
and/or biobetters.
Effective April 17, 2019, our common stock began trading on the NASDAQ Stock Market LLC’s NASDAQ Capital Market, under the symbol “DYAI”. Prior
to the Company’s uplisting to the NASDAQ, the Company’s common stock traded on the OTCQX market.
Impact of COVID-19
The outbreak of COVID-19 has led to adverse impacts on the U.S. and global economies and created uncertainty regarding the potential impact to the
Company’s employees, operations, and research projects.
To date, some of our employees are still working remotely. The extent to which the COVID-19 pandemic will directly or indirectly impact our business will
depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning the severe acute respiratory
syndrome coronavirus 2 (SARS-CoV-2) and its variants and the actions taken and the level of success to contain or treat the SARS-CoV-2 virus and its variants,
the economic impact on local, regional, national and international business partners and markets, delays or disruptions in our on-going research projects, and
unavailability of the employees of the Company or third-party contract research organizations with whom we conduct business, due to illness or quarantines, all
of which are highly uncertain and cannot be predicted at this time. Management is actively monitoring this situation and the possible effects on its financial
condition, liquidity, operations, vendors, industry, and workforce. Even after the COVID-19 pandemic has subsided, the Company may continue to experience
adverse impacts to its business because of economic recession or depression that has occurred or may occur in the future. Given the daily evolution of the
COVID-19 outbreak and the ongoing response to curb its spread (including government travel and meeting restrictions) currently we are not able to accurately
estimate the effects of the COVID-19 outbreak to our results of operations, financial condition, or liquidity
Our Technology
The Company believes that the C1 cell line is unique compared to traditional filamentous fungal cells, and the C1 gene expression platform has the
potential to be used in the discovery, development and manufacturing of biologic medicines and vaccines, given its anticipated competitive advantages
compared to certain other leading pharmaceutical expression systems, such as CHO (“Chinese Hamster Ovary”) cells. Specifically, the C1 cell line has:
Several significant potential operational advantages among others include:
Purities
High retention of target secreted protein(s) or other C1-cell bioproduct(s) through downstream processing No viral or endotoxins
Productivity
Robust & versatile C1-cell growth conditions.
High yields of C1-cell secreted protein and other products
Low viscosity [unique morphology]
Robustness
Scales ranging from laboratory microtiter plates, shaker flasks, single use and/or stainless-steel bioreactors
Speeds
Develop stable C1-cell lines in ~7 weeks producing recombinant proteins at grams/liter C1-cell production savings of ~30 days over CHO-cell
production costs with very expensive media Manufacturing ~ 3-4 batches of mAbs at the same time it takes to make 1 batch using CHO-cells
Costs
High yields and rapid manufacturing cycle times reduce C1 production costs and significantly reduce manufacturing footprint
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Competition
We believe our C1 gene expression platform has potential to become a leading alternative to several more expensive and slower expression systems
currently used in the biopharmaceutical industry to produce vaccines, monoclonal antibodies, and other therapeutic proteins. C1 has some inherent benefits and
potential competitive advantages compared to some of the industry standard expression systems for biologics such as CHO cells, E. coli, Pichia, and Insect
Cells (i.e., Baculovirus) as discussed below:
•
•
• Mammalian cells: They are currently the preferred hosts for most complex protein therapeutics due mainly to their ability to produce proteins with
human-like glycosylation. This market is dominated by CHO cells. Disadvantages include the relatively longer time required for cell line
development, and fermentation, very expensive cell media and comparably low protein yields.
Bacterial: Bacteria such as E. coli are currently the easiest, cheapest, and quickest method for recombinant protein expression and are often used in
laboratory settings as well as commercial production of certain non-glycosylated proteins. However, they produce toxic and pyrogenic cell wall
components that may make them less suitable to produce pharmaceutical or food components.
Yeast: In contrast to bacteria, yeast, such as Pichia, do not produce potentially toxic and pyrogenic cell wall components. Further, the genetic tools
for yeast development are advanced and enable continued engineering of new strains that may become more suitable than CHO cell lines.
Disadvantages include the comparably lower protein yields than C1 and hyper-glycosylation.
Insect cells: Insect cells (i.e., Baculovirus) offer protein expression with post translational modifications like mammalian cells, ease of scale-up, and
simplified cell growth readily adapted to high-density suspension culture for large-scale expression. Baculovirus expression systems are used for
producing recombinant protein, especially for vaccine antigens. Disadvantages include the comparably lower protein yields than C1 and the need for
an added inactivation step.
•
We believe that our C1 technology has the potential to become an alternative gene expression platform to CHO, E.coli, yeast, insect cells, and other
organisms currently in use for developing and manufacturing protein-based biologics because of C1’s potential speed of development, higher protein yields, and
low production costs, among other potential benefits.
Our Industry and Potential Markets
Based on research results from our collaborations and our ongoing discussions with leading pharmaceutical and biotech companies, contract
manufacturing organizations (CMOs), leading academic institutions, as well as U.S. and foreign governmental agencies, we continue to believe that the
biopharmaceutical market is an attractive opportunity to apply the C1 technology. The Company continues to evaluate potential opportunities to expand the
application of our C1 technology, and is currently focused on penetrating the following markets:
•
•
•
Recombinant vaccines and drugs for animal and human health
New innovative biotherapeutics
Biosimilars / Biobetters non-Glycosylated/Glycosylated protein markets
• Metabolites
• Growth Factors
•
Diagnostic and reagents
The use of biologic medicines, such as infectious disease vaccines and antibodies are growing significantly. However, biologic medicines are very
expensive for both patients and health care systems, and the Company believes that such high cost is in part the result of the following bottlenecks in the
development and manufacture of biologic medicines:
•
•
•
•
•
•
•
•
Several gene expression challenges
Low yielding and often slower gene expression systems currently used by the biopharmaceutical industry
Expensive, often royalty stacked, cell-media in the case of CHO cell lines
Long production time in the case of stable CHO cell lines
Low yields in the case of insect (baculovirus) cell lines
Narrow and/or less robust fermentation conditions
Previous underfunded development efforts for a more efficient next-generation gene expression system
The biopharmaceutical industry’s reluctance to utilize certain advances to develop next-generation gene expression systems for bio-manufacturing,
such as application of cutting-edge synthetic biology, metabolic and glyco-engineering tools to generate more productive microorganisms with
differentiating properties
The Company believes that the biopharmaceutical industry may benefit from a next-generation expression platform that is safe, reliable, productive and
cost effective as such a platform would facilitate the production of hard to express and more affordable biologic medicines in larger volumes using smaller
fermentation vessels. The Company also believes that by further engineering our C1 technology it will have the potential to be an alternative to CHO and other
expression systems for certain biologic vaccines, drugs, and other biologic products.
Potential Opportunity to Use C1 in Drug Discovery and Early Development Process
While our focus has been and remains on developing stable C1 cell lines to speed up the development, lower production costs, improve the
performance of biologic vaccines and to develop drugs at flexible commercial scales, we have identified biologics drugs discovery and early development
process as one area where C1 also may add value based on our discussions with various pharmaceutical and biotech companies. This area includes the
biologics drug discovery and early development process requires sufficient levels of proteins to be expressed as quickly as possible to identify new drug
candidates within a limited time. Currently, HEK 293 cells (human embryonic kidney cells) are commonly used for this application. Given that C1 cells have
demonstrated the capability to express and produce comparable and even larger quantities of protein than HEK 293 cells, we believe that C1 has the potential to
help overcome certain protein expression challenges in the biologics drug discovery and development stages. We have had discussions with third parties,
including our existing collaborators, to identify additional avenues to potentially adapt our C1 technology for this application.
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Sub-licensing Agreements and Investments in Privately Held Companies and Projects
Alphazyme Sub-License
On May 5, 2019, the Company entered into a sub-license agreement (the “Alphazyme Sub-License Agreement”) with Alphazyme, LLC (“Alphazyme”).
Under the terms of the Alphazyme Sub-License Agreement, the Company granted to Alphazyme, subject to the terms of the license agreement entered into
between the Company and Danisco US, Inc. on December 31, 2015, a sub-license to certain patent rights and know-how related to Dyadic’s proprietary C1 gene
expression platform for the purpose of commercializing certain pharmaceutical products that are used as reagents to catalyze a chemical reaction to detect,
measure, or be used as a process intermediate to produce a nucleic acid as a therapeutic or diagnostic agent.
On June 24, 2020, the Company entered into an Amended and Restated Non-Exclusive Sub-License Agreement (the “Amended Sub-License
Agreement”) with Alphazyme to amend and restate the Alphazyme Sub-License Agreement. Pursuant to the Amended Sub-License Agreement and in
consideration of Dyadic’s transfer of its C1 technology, Alphazyme issued to the Company 2.50% of the Class A shares of Alphazyme, and Dyadic became a
party to the Alphazyme Limited Liability Company Agreement pursuant to which the Company will agree to certain customary rights, covenants, and obligations.
In addition, and subject to achieving certain milestones, Alphazyme is obligated to pay a potential milestone payment and royalties on net sales, if any, which
incorporate Dyadic’s proprietary C1 gene expression platform.
On December 1, 2020, an Amended and Restated Limited Liability Company Agreement with Alphazyme (the “Amended Alphazyme LLC Agreement”)
was entered into. Under the Amended Alphazyme LLC Agreement, Alphazyme obtained additional capital contribution and Dyadic’s ownership was diluted to
1.99%.
Biotechnology Developments for Industry, S.L
See below “Collaboration Agreement with BDI” under the subsection titled “Our Research Partners and Contract Research Organizations” for details.
IDBiologics, Inc.
On July 8, 2020, the Company entered into a Common Stock Purchase Agreement (the “IDBiologics Agreement”) with IDBiologics, Inc (“IDBiologics”).
IDBiologics is a private biotechnology company focused on the development of human monoclonal antibodies for the treatment and prevention of serious
infectious diseases. The Company was founded in 2017 and seeded by Vanderbilt University Medical Center in response to the repeated threats of epidemics
around the world including Ebola in West Africa and Zika in the Americas. IDBiologics is developing a portfolio of monoclonal antibodies against SARS-CoV-2,
influenza and Zika viruses.
Under the term of the IDBiologics Agreement, Dyadic agreed to receive 129,611 shares of IDBiologics’ common stock, which represent 0.37% of
IDBiologics’ outstanding equity, in exchange for the services to be provided by Dyadic. Such services include the use of Dyadic’s C1 technology to express a
SARS-CoV-2 monoclonal antibody which IDBiologics licensed from the Vanderbilt Vaccine Center (“VVC”). The shares of common stock of IDBiologics vested
50% upon the signing of the IDBiologics Agreement, 25% upon the completion of Step 3 of the feasibility study, and 25% at the end of the project.
Novovet and Luina Bio Sub-License
On April 26, 2019, the Company entered into a sub-license agreement (the “Luina Bio Sub-License Agreement”) with Luina Bio Pty Ltd. (“Lunia Bio”) and
Novovet Pty Ltd (“Novovet”). Under the terms of the Luina Bio Sub-License Agreement, the Company granted to Novovet, subject to the terms of the license
agreement entered into between the Company and Danisco US, Inc. on December 31, 2015, a worldwide sub-license to certain patent rights and know-how
related to Dyadic’s proprietary C1 gene expression platform for the exclusive and sole purpose of commercializing certain targeted antigen and biological
products for the prevention and treatment of various ailments for companion animals.
In consideration of the license granted pursuant to the Luina Bio Sub-License Agreement, Dyadic received a 20% equity interest in Novovet (“Novovet
Up-Front Consideration”) in accordance with the terms of Novovet’s Shareholder Agreement and will receive a percentage of royalties on future net sales and
non-sales revenue, if any, which incorporates Dyadic’s proprietary C1 gene expression platform.
To date, Novovet has not raised the capital required to move this opportunity forward, and therefore, the Company has not transferred its C1 technology
to Novovet.
The Company intends to terminate the Luina Bio Sub-License Agreement in 2021 should Novovet be unable to raise the required funding.
Our Research Partners and Contract Research Organizations (CROs)
Currently, the Company is conducting its C1 platform research and other internal and external third-party programs with several contract organizations
as follows:
(1) Research and Development Agreement with VTT Technical Research Centre of Finland, Ltd (“VTT”)
Since September 2016, the Company has been working with VTT Technical Research Centre of Finland, Ltd, a third-party contract research
organization, to further modify and improve the Company’s C1 technology to ensure a safe and efficient expression system for use in speeding up the
development and lowering the cost of manufacturing pharmaceutical products and processes. VTT is one of the leading research and technology organizations
in Europe, and it has conducted research and development on fungi and other microorganisms for more than three decades. We believe that VTT has the
required skills and experience in fungal strain development to help us further develop our C1 technology and achieve our goal and objectives.
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On June 28, 2019, the Company extended its research and development agreement with VTT through June 2022. Under the terms of the extended
agreement, the Company will pay VTT a total of EUR €2.52 million over three years to continue developing Dyadic’s C1 fungal expression system for therapeutic
protein production, including C1 host system improvement, glycoengineering, and management of third-party target protein expression projects. VTT is entitled to
an additional success bonus up to EUR €450,000 based on the technical targets stipulated in the extended agreement. Meanwhile, Dyadic entered into a license
agreement with VTT which granted Dyadic and its sublicensees the right to use synthetic C1 promoters developed by VTT, for an access fee. On October 25,
2019, the Company expanded the agreement with VTT to pay an additional EUR €690,000 over 1.5 years to reinforce its glycoengineering work. Dyadic retains
the right to terminate the agreement with 90 days’ notice.
(2) Collaboration Agreement with BDI
On June 30, 2017 the Company entered into a strategic Research Services Agreement (the “RSA”) with Biotechnology Developments for Industry in
Pharmaceuticals, S.L.U. (“BDI Pharma”), and a Service Framework Agreement (the “SFA”, and together with the RSA, the “R&D Agreements”), with VLP The
Vaccines Company, S.L.U. (“VLPbio”), both of which companies are subsidiaries of Biotechnology Developments for Industry, S.L., a Spanish biotechnology
company (“BDI Holdings” and together with BDI Pharma and VLPbio, “BDI”).
BDI is a third-party contract research organization. From time to time we engage BDI to further modify and improve the Company’s C1 technology to
ensure a safe and efficient expression system for use in speeding up the development and lowering the cost of manufacturing pharmaceutical products and
processes. BDI was founded by former Abengoa Bioenergy scientists who conducted research and development on fungi and other microorganisms, including
carrying out research and development and industrial scale up with the Company’s C1 microorganism for more than a decade. We believe that BDI has the
required skills and experience in fungal strain development and industrial scale up of manufacturing processes to help us further develop our C1 technology and
achieve our research and commercial goals and objectives.
Upon closing of the BDI transaction, the Company paid EUR €1 million in cash to engage BDI to develop designated C1 based product candidates and
further improve the C1 manufacturing process, in consideration of which Dyadic also received a 16.1% equity interest in BDI Holdings and a 3.3% equity interest
in VLPbio. BDI was obligated and did spend a minimum amount of EUR €936,000 over two years in the conduct of the research and development project under
the RSA. If the research and development activities produce a product that is selected by Dyadic for additional development and commercialization and BDI
agrees to enter into an agreement with Dyadic for such additional development and commercialization, Dyadic expects to share with BDI a range of between
50% and 75% of the net income from such selected product, depending upon the amount of BDI’s aggregate spend in the development of the selected product,
with a minimum aggregate spend by BDI of EUR €1 million for a 50% share and EUR €8 million for a 75% share. If BDI does not enter into an agreement with
Dyadic for such additional development and commercialization of the selected product, then Dyadic will pay to BDI the first EUR €1.5 million of the net income
from Dyadic’s commercialization, if any, of the selected product. In addition, under the SFA, Dyadic was obligated to purchase from BDI at least USD $1 million
(the “SFA Commitment”) in contract research services specified by Dyadic over two years following the closing of the BDI transaction.
BDI has completed its services and the Company has fulfilled its funding obligation under the SFA Commitment. All research projects under the R&D
Agreements were completed. The Company continues to engage BDI to conduct certain other research activities on its behalf from time to time as well as to
introduce new parties and opportunities to BDI where a scientific opportunity benefits all parties.
Under our collaboration program with BDI, BDI was able to express a Virus Like Particle (VLP) at 2.27g/l and a basket of therapeutic proteins that are
commonly used as animal and human vaccines and drugs, either glycosylated or non-glycosylated proteins (including among others, mAbs, Fabs, and bi-specific
mAbs.) to determine which, if any, of these proteins might be potential candidates for future commercialization.
We also used C1 to express antibody fragment Certolizumab and reached a high level of 12.0 g/l in 112 hours (2.6 g/l/d). Certolizumab is a constituting
part of Cimzia Pegol, which is a recombinant, humanized and pegylated Fab antibody fragment. We are evaluating what further development work is required for
optimizing the upstream and the downstream processes to establish a well-defined production process that may be ready for non-clinical and clinical registration
studies. In addition, based on certain further modifications to the C1 cell line, such as the reduction or elimination of O Glycans, we may choose to conduct a
variety of comparability and quality analytics with the C1 expressed Certolizumab together with our partner BDI and potentially other third parties. To date, BDI
has not raised the capital required to move this project forward. The Company is evaluating the opportunity and may continue funding research in the future
and/or identify a potential collaborator who would fund this project for further development.
Our Research and Development (“R&D”) Programs
The Company’s current research and development activities are focused on the following biopharmaceutical programs:
(1) Internal Research Programs
C1 Production Host Improvement Programs
The Company has research and development agreements with VTT and others to further improve its C1 technology to become an even more robust,
versatile, and efficient therapeutic protein production platform which may be used to help bring biologic vaccines and drugs to market at lower cost with
potentially improved performance. Ongoing projects include, among other things: (i) improving the C1 genetic tools, (ii) further reducing the background
protease(s) levels by identifying and deleting certain protease genes and/or modifying C1 fermentation processes, (iii) developing high expression C1 cell lines
by genetic modifications where one or more specific integration sites are being used to increase productivity and to what we expect will help with future
regulatory approvals, and (iv) modifying the glycosylation pathway of C1 cells in order for C1 to express certain mAbs and other proteins with mammalian like
glycosylation structures and to eliminate or modify certain unwanted glycan structures such as O-glycosylation.
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We have made certain improvements to our C1 technology platform through our collaborations with VTT, BDI and through our other research projects.
•
Data demonstrating C1’s capability to express a variety of vaccines and therapeutic proteins including protein antigens, monoclonal antibodies
(mAbs), Fab antibody fragments, Fc-Fusion proteins, and difficult-to-express genes such as virus-like particles (VLPs), and Bi/tri pandemic threats-
Specific antibodies, and antigens, at a higher productivity level than other gene expression platforms.
• Generated C1 strains that have significantly lower background protease activity, while remaining healthy and viable.
•
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•
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Created a C1 protease expression library to quickly identify and eliminate protease genes to improve protein stability and productivity.
Developed a variety of novel genetic elements as well as molecular and metabolic engineering tools that can be used in biologic vaccine and drug
development and manufacturing.
Demonstrated that C1 can be grown not only in stainless steel fermenters, but also in single use bioreactors (SUBs). The Company conducted
multiple bioreactor experiments using a 50L XDR-50MO Single Use GE bioreactor which demonstrated that the expression level was virtually
identical to the productivity achieved in the Stainless-Steel Bioreactor.
Improved C1 fed batch fermentation process with low cost defined media, as compared to the expensive, complex growth media being used with
CHO cells.
Developed several stable C1-cells for potential use to produce SARS-CoV-2 vaccines and antibodies for infectious diseases such as SARS-CoV-2,
SBV and RVFV protein antigens.
Developed several stable C1-cells expressing an increasing number and variety of third party vaccines and drug targets.
We continue to generate a growing amount of data that demonstratesdifferent C1-produced proteins are properly folded and are biologically active:
•
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Data from a large pharma collaborator demonstrating that the binding kinetics of mAbs produced from C1 are virtually indistinguishable from the
binding kinetics of reference mAbs which were produced in CHO cells.
Demonstrated that C1 expressed mAbs have the similar human like glycan structures when compared to the same molecules that were produced
from CHO cells.
Expressed a third party bi-specific antibody which was assayed by the third party in an in vitro cellular activity assay which indicated that dose
response curves for the C1 expressed bi-specific antibody were very similar to the CHO expressed bi-specific antibody.
Expressed a number of third-party monoclonal antibodies which were assayed by multiple third parties who reported that the neutralizing activity
assay demonstrated great similarity between C1-produced mAb and CHO-produced mAbs.
Antigens that were produced by C1 were not only produced at high levels, they were also importantly safe, effective and protected the animals in
several animal challenge tests.
Glycosylated Therapeutic Programs and Potential Nivolumab Commercialization Program
The Company’s longer-term objective requires substantially more time and capital is to apply the C1 technology for the large therapeutic glycoprotein
market. We believe that the rapid advances being made in genomics and synthetic biology, make the C1 fungal cell line a promising candidate to further
engineer glycosylation pathways: (i) to produce therapeutic proteins having human like glycoforms structures such as G0, G2, G0F, and G2F; (ii) to reduce or
eliminate O-glycosylation; and (iii) to create potentially improved immunogenicity in the case of vaccines.
The initial steps to develop C1 strains that produce mAbs with mammalian-like glycosylation are progressing at VTT. So far, we have achieved human-
like glycan structure site occupancy level of approximately 95% for G0 and approximately 76% for G2. In addition to G0, only Man3 and GlcNAcMan3 remain in
the glycan pattern. The next step is to reach C1 cell lines that produce proteins with G0F and G2F glycan structures. Based on research results we have to date;
the Company believes that our C1 technology has the potential to become a useful platform for the development and production of therapeutic glycoproteins with
human-like or potentially even superior glycan structures. We believe that, if successful, the glycoengineering of C1 cells may help to position the C1 technology
to be an important production platform for developing and manufacturing glycosylated antibodies and other glycoproteins. These initial glycoengineered C1 cells
have to date shown reduced gene expression levels when compared to the non-glycoengineered C1 cells. Several approaches are now being applied to reach
our main goal – to develop cell line(s) that resemble the 3 main goals: (i) to produce therapeutic proteins having human-like glycoforms structure at high levels,
(ii) to produce therapeutic proteins at high level and (iii) to produce stable therapeutic proteins.
We continue the development of Nivolumab (Opdivo®) as a biosimilar/biobetter immunotherapeutic biologic drug for human metastatic cancers,
including melanoma, lung and other cancers. The aim of program is to express Nivolumab (mAb) with a glycoprotein structure like Nivolumab produced in CHO
cells. So far, C1 produced Nivolumab has achieved G0 of about 95% and G2 of about 76% and the development of high Nivolumab producer cell line as part of
its glycoengineering program for glycoprotein Immunoglobulin G (IgG) monoclonal antibodies is ongoing. This project has proved the concept that C1-cell
manufacturing technology can be applied to several very high value therapeutic or preventative monoclonal antibodies.
Although we have made substantial progress working with VTT since September 2016, there remains additional work are needed to develop our C1
technology into a potentially safe and efficient expression system for use in speeding up the development and lowering the cost of animal and human biologic
vaccines and drugs.
(2) Animal Health Programs
Biologic Vaccines Programs - ZAPI
We continued our participation in the ZAPI vaccination program. ZAPI (www.zapi-imi.eu) is a research and development project funded as part of IMI EU
program (Zoonoses Anticipation and Preparedness Initiative (ZAPI project; IMI Grant Agreement n°115760)), with the assistance and partial financial support of
IMI and the European Commission, and in-kind contributions from EFPIA partners. This project aims to develop a suitable platform for the rapid development and
production of vaccines and protocols to fast-track registration of product developed to combat pandemic Zoonotic diseases that have the potential to affect
human and animal populations. The Company’s C1 gene expression and recombinant protein production platform has been selected by ZAPI as a production
host of antigens for the SBV and RVFV, and ZAPI has expanded its program with the Company and provided additional funding in 2019 and 2021,
respectively. The SBV antigen from C1 was produced at approximately 300 times greater yields than the SBV antigen from baculovirus and was more stable.
Additionally, the C1 SBV antigen was shown to be safe and very effective (full protection) in protecting cattle, sheep and mice from the SBV. Based on these
results, additional fully funded animal trials are continuing in 2021 with C1 expressed antigens for SBV and RVFV and to generate additional safety and efficacy
data.
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Other Animal Health Projects and Collaborations
We have received funding from all top four leading animal health companies and another global animal health company to evaluate the use of the C1
technology for expression and production of vaccines and therapeutic proteins for companion and farm animal diseases. Some of the programs have been
expanded to express additional proteins and have progressed to the next phase.
(3) COVID-19 Initiatives
The Company is currently working on several COVID-19 related vaccine and antibody opportunities.
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Advancing C1 produced SARS-CoV-2-S-RBD antigen, DYAI-100 vaccine candidate towards a first-in-human Phase 1 clinical trial:
○ The Company formed a strategic collaboration with leading infectious disease scientists from Erasmus Medical Centre, University Utrecht, TiHo
Hannover (ZAPI scientists) to develop a COVID-19 vaccine that can be rapidly manufactured, in large quantities, at low cost, using standard
microbial fermenters that are readily available
The Company expanded its collaboration with the IIBR, which supported the development of the DYAI-100 COVID-19 vaccine candidate and
carried out preclinical and challenge studies in mice.
○
○ C1 produced SARS-CoV-2-S-RBD antigen has been evaluated in ten animal trials by academic, industrial, and governmental R&D groups
globally.
○ The Company engaged CR2O, a contract research organization, to manage and support further preclinical and clinical development of DYAI-
100 with a toxicology study expected to begin in the second quarter of 2021, and a first-in-human Phase 1 clinical trial expected to begin in the
second half of 2021.
In parallel with DYAI-100, the Company is developing additional proprietary and third-party monovalent and multivalent COVID-19 variant vaccine
candidates by engineering a portfolio of C1 cell lines to produce several SARS-CoV-2 variant antigens, including the UK variant.
In March 2021, the Company expanded a vaccine development partnership with South Korea’s Medytox Inc. to co-develop C1 enabled COVID-19
variant vaccines and/or boosters (e.g., tetravalent or quadrivalent COVID-19 vaccine candidates) to immunize people against two or more of the
current and future COVID-19 variants.
Frederick National Laboratory, ZAPI, and other third-party collaborators, are working on C1 produced SARS-CoV-2 and other antigens, to evaluate
their properties and performance for possible use in the treatment of infectious diseases.
• On October 12, 2020, the Company announced it entered into a non-exclusive technology usage agreement with Epygen Biotech of India, who
plans to conduct clinical trials in India using DYAI-100, or one or more of the COVID-19 variant vaccines once funding becomes available.
The Company engineered C1-cells to produce a COVID-19 monoclonal antibody in collaboration with IDBiologics a biotechnology company that is
co-developing antibodies with the Vanderbilt University Medical Center.
•
(4) Human Health (Non-COVID) Programs
•
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•
The Company is developing a number of other non-COVID infectious disease vaccine and antibody candidates internally and in conjunction with
others.
In February 2021, the Company entered into a potential new market with a fully funded collaboration with TurtleTree Scientific to develop a number
of recombinant protein growth factors, which play a critical role in tissue development and healing, including regenerative therapies.
In August 2020, the Company established a collaboration with Jiangsu Hengrui Medicine (“ Hengrui”), the largest pharmaceutical company in China
(by market capitalization) for the development of selected Hengrui biologic drug(s) using C1 technology.
• During 2020, the Company entered into a feasibility study with the University of Oslo for a potential influenza vaccine.
•
During 2020, the Company established five new fully funded collaborations with top-tier global pharmaceutical and small biotech companies to
express therapeutics of commercial interest using C1 technology.
During 2020, the Company extended three existing collaborations to continue to investigate possible applications for its C1 technology.
In March 2020, Dyadic entered into a nonexclusive research license with WuXi Biologics, one of the leading global contract development and
manufacturing organizations.
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Antigens, VLPs, Monoclonal antibodies (mAbs), Fc-Fusion, and Fab
In addition to named projects mentioned above, the Company entered several other funded feasibility and expression research projects with top-tier
human pharmaceutical companies and small biotech companies to validate the C1 technology to produce high levels of mAbs and other therapeutic proteins.
Together with other internally funded research programs, we were able to use non glycoengineered C1-cells to express a variety of types of therapeutic proteins,
including monoclonal antibodies (mAbs), Bi-Specific and Tri-Specific antibodies, Fab antibody fragments, and Fc-Fusion proteins using our C1 technology. So
far, we were able to demonstrate C1’s ability to express various proteins at the following levels:
An Fc-Fusion protein at 15.3 grams per liter (g/l) in 168 hours, or 2.58 grams per liter per day (g/l/d)
A mAb protein at 24.5 g/l in 168 hours, or 3.5 g/l/day
A Fab antibody fragment at 14.5 g/l/d in 164 hours, or 2.1 g/l/day
A Tri-specific protein at 6.12 g/l in 144 hours, or 1.02 g/l/day
An Influenza HemAgglutinin (HA) antigen at a level of 413 mg/l in 137 hours, or 72 mg/l/day
A Coronavirus Antigen (S-RBD) a level of 3,500 mg/l in 96 hours, or 875 mg/l/day
A Virus-like Particle (VLP) a level of 2,200 mg/l in 110 hours, or 500 mg/l/day
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• Most of the diverse proteins expressed by C1 as required by third parties that reached higher productivity levels than their
target goals, including certain “difficult to express proteins”
The Company believes that such results are promising and show greater productivity potential of C1 compared to the average expression yields of CHO
cells, which is the predominant production system currently used to manufacture glycosylated biopharmaceutical drugs. However, to potentially commercialize or
capitalize on C1’s potential in producing glycoproteins, we will need to complete the glycoengineering of C1, maintain the productivity advantages shown in the
non-glycoengineered C1 strains and be able to demonstrate a variety of biological and analytical data related to quality, performance, stability and safety.
(5) Metabolites, Growth F actors and Other Market Opportunities
The Company also successfully applied metabolic modeling, synthetic biology, and genome engineering techniques to demonstrate the potential benefits
of using C1 as a primary and secondary metabolite-producing host organism. We believe that the knowledge and data generated in this program is expected to
enhance our understanding of C1’s metabolic characteristics and help us in advancing our ongoing programs, as we continue to explore the development and
commercialization of one or more primary and/or secondary metabolites.
The Company is evaluating the potential go-to-market strategies for both primary and secondary metabolites and may decide to continue internally
funding such project to product commercialization or may in the future seek third-party funding in one or more collaborations, licensing or form other types of
alternative structure(s), to further develop and monetize this potential opportunity.
In February 2021, the Company entered a fully funded collaboration with Turtle Tree Scientific to develop several recombinant protein growth factors
with the goal of using C1-cells to manufacture these, and potentially other growth factors, at high yields and at low cost in bioreactors. Growth factors can play a
critical role in tissue development and healing, including regenerative therapies, among other emerging biological processes and products.
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The Company believes that certain attributes of C1, together with our continuing platform research and development programs, provides us with the
potential to create attractive research, licensing, partnering/collaboration and other revenue and funding opportunities in the animal and human
biopharmaceutical industries. The third-party funded research projects mentioned above, and others that we are seeking, will defray some of our research
expenses as we continue to develop the potential of our C1 technology. We will continue to pursue research collaboration opportunities to potentially
commercialize C1-based products.
Employees and Human Capital
As of December 31, 2020, we had 6 employees located in the United States, and 3 key consultants located in Europe. None of our employees are
represented by a labor union, and we consider our employee relations to be good.
The Company believes that its success depends on the ability to attract, develop, retain and incentivize our existing and new employees, consultants,
and key personnel. It also believes that the skills, experience and industry knowledge of its key personnel significantly benefits its operations and performance.
The principal purposes of equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based
compensation awards, in order to increase shareholder value and the success of our company by motivating such individuals to perform to the best of their
abilities and achieve our objectives.
Employee health and safety in the workplace is one of the Company’s core values. The COVID-19 pandemic has underscored the importance of keeping
employees safe and healthy. In response to the COVID-19 pandemic, the Company has taken actions aligned with the World Health Organization and the
Centers for Disease Control and Prevention in an effort to protect the Company’s workforce so they can more safely and effectively perform their work. These
actions include shutting down its headquarters for some months during 2020, wearing facemasks in common areas in the office, and allowing employees to
work from home.
Employee levels are managed to align with the pace of business and management believes it has sufficient human capital, along with the third-party
research organizations with who we have collaboration agreements, to operate its business successfully.
Corporate information
Founded in 1979 by Mark A. Emalfarb, our Chief Executive Officer, Dyadic has focused on the development of C1 expression platform since 1992,
refining and optimizing the C1 technology to become a successful gene expression and protein production system.
Currently, Dyadic is a global biotechnology company with operations in the United States and a satellite office in the Netherlands and currently two
research organizations performing services under contract to Dyadic in Finland and Spain. Dyadic was incorporated in Delaware in September 2002. Our
principal corporate offices are located at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, FL 33477; telephone number (561) 743-8333; website
www.dyadic.com.
Dyadic is required to file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange
Commission (“SEC”). Investors may read and copy any document that Dyadic files, including this Annual Report on Form 10-K, at the SEC’s Public Reference
Room at 100 F Street, N.E., Room 1580, Washington, DC 20549. Investors may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC, from which investors can electronically access Dyadic’s SEC filings.
We maintain a website at www.dyadic.com. From time to time, the Company may use its website as a channel of distribution of material Company
information, and financial and other material information regarding the Company is routinely posted on and accessible at http://dyadic.com/investors. We make
available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports
filed pursuant to Section 16 and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. In addition, we have posted
the charters for our Audit Committee, Compensation Committee, and Nominating and Governance Committee, as well as our Board Governance Principles and
Code of Conduct, on our website under the heading “Investors”, and sub-heading “Corporate Governance.”
Item 1A.
Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the following material risks, together with the other matters
described in this Annual Report and in our financial statements and the related notes thereto in evaluating our current business and future performance. We
cannot assure you that any of the events discussed in the risk factors below will not occur. If we are not able to successfully address any of the following risks or
difficulties, we could experience significant changes in our business, operations and financial performance. In such circumstances, the trading price of our
common stock could decline, and in some cases, such declines could be significant, and you could lose part or all of your investment. In addition to the risks
described below, other unforeseeable risks and uncertainties or factors that we currently believe are immaterial may also adversely affect our operating results,
and there may be other risks that may arise in the future. Certain statements contained in this Annual Report (including certain statements used in the
discussion of our risk factors) constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking
Statements” appearing on page 4 of this Annual Report important limitations and guidelines regarding reliance on forward-looking statements.
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Risks Related to Our Business and Financial Condition
We may not succeed in implementing our business strategy.
In connection with the December 31, 2015 sale of substantially all of the assets of our industrial technology business to Danisco (the “DuPont
Transaction”), Danisco obtained certain rights to utilize the C1 technology for development and production of pharmaceutical products, for which it will make
royalty payments to Dyadic upon commercialization. At the same time, Dyadic retained the co-exclusive rights to the C1 technology for use in all human and
animal pharmaceutical applications, with Dyadic currently having exclusive ability to enter into sub-license agreements in that field (subject to the terms of the
license and certain exceptions). We cannot predict whether Danisco intends to or will pursue the use of the C1 technology to develop or manufacture
pharmaceutical products or whether or when we might receive royalties from Danisco. In certain circumstances, Dyadic may owe a royalty to either Danisco or
certain licensors of Danisco, depending upon whether Dyadic elects to utilize certain patents owned or licensed in by Danisco. Consequently, our business has
changed dramatically as compared to the past as we no longer have any product revenue related to our enzyme business. We have begun to apply the C1
technology in the biopharmaceutical market, which has higher risks and a higher barrier to entry.
As we attempt to adapt the C1 technology for use in the biopharmaceutical market, our business is subject to the execution, integration, and research
and development risks that early-stage companies customarily face with new technologies, products and markets. These risks relate to, among other things, our
ability to successfully further develop the C1 technology, products and processes, assemble and maintain adequate production and research and development
(“R&D”) capabilities, comply with regulatory requirements, construct effective channels of distribution and manage growth. We have encountered and will
continue to encounter risks and difficulties frequently experienced by early stage companies in expanding and upgrading our intellectual property, regulatory,
marketing, sales and R&D capabilities, improving our accounting and financial reporting and internal controls infrastructure, and adapting to the rapidly evolving
industries in which we operate. Additionally, we are subject to competition from much larger companies with more resources than us. Also, the market for
developing and manufacturing pharmaceutical proteins produced from a filamentous fungus, such as the C1 fungus, is a market that is not yet established and is
subject to a high level of regulatory hurdles from the U.S. Food and Drug Administration (the “FDA”) and other governmental bodies and there is a risk that such
technologies will not be adopted by the pharmaceutical industry or governmental agencies and therefore not succeed and/or not grow at the rates projected or at
all.
We have not yet commercialized any products for the biopharmaceutical market, and we may never be able to do so.
We do not know when or if we and/or our current and/or future collaborators and licensees will complete any of our or their product development efforts,
obtain regulatory approval for any product candidates incorporating our technologies or successfully commercialize any approved products. Even if we and/or
our licensees and collaborators are successful in developing products that are approved for marketing, we and they will still require that these products gain
regulatory approval and market acceptance. The biopharmaceutical industry is a high-risk industry in that even if we are successful at expressing certain
proteins, these proteins may fail to be advanced or approved for use or sale for many reasons including their characteristics, biological activity, bio comparability,
bio similarity, stability, glycosylation structures, containments, purity, performance, safety and regulatory reasons.
Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to predict the timing or amount of
increased expenses or when, or if, we will be able to achieve certain technology, product and/or commercial milestones, access fees and royalties, launch
products and/or processes, or achieve profitability. In addition, our expenses could increase if we are required by the FDA or other domestic and foreign
regulatory authorities to perform studies or trials in addition to those currently expected, or if there are delays in completing additional safety studies such as
toxicology and pathogenicity studies, clinical trials, preclinical studies, animal or human studies or the development of any of our or our collaborators’ product
candidates.
We have a history of net losses, and we may not achieve or maintain profitability.
As of December 31, 2020, we have an accumulated deficit of approximately $50.7 million. Our profitability has strongly relied on, and will be even more
reliant going forward on, third party industry and government research funding, licensing partnerships and other forms of collaborations. We believe that it is
likely that if we do not sign license agreements or other forms of collaborations, we will incur losses because of our planned levels of R&D and additional general
and administrative expenditures that we believe is necessary to operate our business and further develop the C1 technology for use in the pharmaceutical
business. The amount of our future net losses will depend, in part, on the rate of increase in our expenses along with other potential cost of unforeseen
circumstances, our ability to generate research funding, government grants, receipt of access fees, milestones, royalty and other payments, and whether we are
able to generate revenues by entering into license agreements or other forms of collaborations, launch new products and/or processes from future licensees or
collaborators, and our ability to raise additional capital. The net losses we anticipate incurring over the next several years will have an adverse effect on our
stockholders’ equity and working capital.
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leverage
to enhance and
The R&D efforts needed
in developing and manufacturing human and animal
biopharmaceuticals and other products will require significant funding and increased staffing; therefore, we expect near-term operating and research expenses to
continue, and maybe even accelerate, as we further develop our research and business plans, and our goals and objectives. Consequently, we will require
significant additional revenue to achieve profitability. We cannot provide assurance that we will be able to generate any revenues from our focus and efforts as
we intend to apply the C1 technology into the biopharmaceutical industry. If we fail to enter into new license agreements or other forms of collaborations or
generate revenues and profit from additional research projects and government grants, the market price of our common stock will likely decrease. Further
regulatory complications, competition from other technologies, or delays in our research programs and the adoption and use of the C1 technology by the
biopharmaceutical industry may force us to reduce our staffing and research and development efforts, which may further affect our ability to generate cash flow.
technology
for use
the C1
We could fail to manage our growth, which would impair our business.
We will need to take the following steps, among others, to manage our growth. If we fail to achieve one or more of these, it could have a material
adverse effect on our business, financial condition and results of operations.
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Balance our cash burn with technology and product development;
Maintain and add additional CROs, or other technology collaborators;
Maintain and add additional collaborators, strategic partners technology licensees or other forms of structures;
Recruit, hire and maintain the required employees necessary to maintain and grow our business and to advance our technologies and
products;
Achieve technical and commercial success in our research and product development programs;
Access required manufacturing capacity;
Access additional capital;
Recruit and maintain consultants, board members and scientific advisory board members; and
Manage scientific risks and uncertainties that may arise during our R&D and regulatory programs.
Our revenue growth depends in part on market and regulatory acceptance of the C1 technology to develop and manufacture animal and/or human
biopharmaceutical products.
The success of our biopharmaceutical business will depend on our ability to develop, register, and introduce similar, new and improved technologies and
products in a timely manner, at significantly lower manufacturing costs that address the evolving requirements of the pharmaceutical industry and potential
customers. There is no assurance that the C1 technology or any product expressed from C1 will perform the same or better, save our customers money relative
to existing gene expression technologies or those of our competitors, provide our customers with other benefits, obtain governmental safety and regulatory
approvals, be registered or will gain market acceptance. If we fail to develop similar, new and better performing technologies, products and processes at
significantly lower manufacturing costs, make fermentation yield improvements on our existing production processes, generate the necessary safety and
regulatory data or gain registration and market acceptance of the C1 technology and C1 expressed products or processes, we could fail to recoup our R&D
investments and fail to capitalize on potential opportunities or gain market share from our competitors. Any failure, for technological, quality, safety, regulatory, or
other reasons, to develop and launch improved technologies and new products, could negatively impact our business, financial condition and results of
operation.
The dynamic and conservative nature of the biopharmaceutical industry, the unpredictable nature of the product development process and the time and
cost of new technology adoption in the biopharmaceutical industry may affect our ability to meet the requirements of the marketplace or achieve market and/or
regulatory acceptance.
The expenses or losses associated with unsuccessful technology and product development activities or lack of market acceptance of our new
technologies and products could seriously harm our business, financial condition and results of operations.
We must continually offer new products and technologies.
The biopharmaceutical industry is characterized by rapid technological change, and the area of gene and protein research and platform development is a
rapidly evolving field. Our future success will depend on our ability to maintain a competitive position with respect to technological advances in terms of product
and process quality, stability, safety, productivity and cost. Rapid technological development by others could cause our products and technologies to become
obsolete and it could have a material adverse effect on our business, financial condition and results of operations.
We may fail to commercialize the C1 expression system for the expression of therapeutic proteins, antibodies, vaccines, metabolites of other biologic
products.
We have not yet developed any C1-based biopharmaceutical products, conducted the necessary safety, efficacy, cost and regulatory studies, or
completed the commercialization of any therapeutic proteins, antibodies and vaccines.
To date, drug companies have developed and commercialized only a small number of gene-based products in comparison to the total number of drug
molecules available in the marketplace. Our biopharmaceutical business should be evaluated as having the same risks as those inherent to early-stage
biotechnology companies because the application of the C1 expression system for the expression of pre-clinical and clinical quantities of therapeutic proteins,
antibodies and vaccines is still in early development.
Successful development of the C1 expression system for biopharmaceutical purposes will require significant research, development and capital
investment, including testing, to prove its safety, efficacy and cost-effectiveness. In general, our experience has been that each step in the process has been
longer and costlier than originally projected, and we anticipate that this is likely to remain the case with respect to the continuing development efforts of our
biopharmaceutical business.
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If our competitors develop technologies and products more quickly and market more effectively than our product candidates, our commercial
opportunity will be reduced or eliminated.
Any biopharmaceutical products we or our current or collaborators or licensees develop through the C1 expression system will compete in highly
competitive and regulated markets. Many of the organizations competing with us in the market for such products have more capital resources, larger R&D and
marketing staff, facilities and capabilities, and greater experience in research and development, regulatory approval, manufacturing and commercialization of
technology and products. Accordingly, our competitors may be able to develop technologies and products more rapidly. If a competitor develops superior
technology or products, or more cost-effective alternatives to our and our collaborators’ or licensees’ technologies, products or processes, it could have a
material adverse effect on our business, financial condition and results of operations. Well-known and highly competitive biotechnology companies offer
comparable or alternative technologies for the same products and services as our biopharmaceutical business. We anticipate that we, and our current or future
collaborators and licensees will continue to encounter increased competition as new companies enter these markets and as the development of biological
processes and products evolve.
Alternative technologies may not require microbial or other cell produced proteins.
Research is being conducted with cell or gene-based therapies and other technologies that offer a possible alternative to producing proteins as they are
today based on microbial, organic matter containing Carbon, Hydrogen, and Oxygen or other organisms, that may allow genes to be directly inserted into cells
that can be implanted into animals and humans directly, displacing the need for the existing methods used for development of biologic vaccines and drugs. If
they are successful, these new methods may supplant or greatly reduce the need for microorganisms, Carbon, Hydrogen, and Oxygen or other organisms to
produce these proteins externally as the injected cells in animals and human may be able to do so internally.
Our SARS-CoV-2 vaccine product candidates are at the preclinical stage and have not been approved for sale. We have not conducted substantial
research and development for a vaccine product candidate, and we may be unable to produce a vaccine that successfully prevents the virus in a
timely and economical manner, if at all.
Our SARS-CoV-2 vaccine development program is in the early stages of research and development. Limited data exist regarding the safety and efficacy
of our vaccine product candidates, and we must conduct a substantial amount of additional research, development and clinical testing before any regulatory
authority will approve our vaccine product candidates. The success of our efforts to develop and commercialize our product candidates could fail for a number of
reasons. For example, we could experience delays in product development and clinical trials or unsatisfactory clinical trial results. In addition, adverse events, or
the perception of adverse events, relating to vaccine product candidates and delivery technologies may negatively impact our ability to develop commercially
successful products and also may lead to greater government regulation which could have a material effect on our ability to develop and market our SARS-CoV-
2 vaccine product candidates.
Uncertainties exist surrounding the longevity and severity of COVID-19 as a global health concern. The success of our efforts to develop and
commercialize our product candidates could fail for a number of reasons. Accordingly, we may be unable to produce a vaccine that successfully targets SARS-
CoV-2 in a timely and economical manner, if at all. For example, we expect to commit significant financial resources and personnel to the development of SARS-
CoV-2 vaccine product candidates, which may cause delays in or otherwise negatively impact our other product candidate development program. The outcome
of any research and development program is highly uncertain. Only a small fraction of biotechnology and vaccine development programs ultimately result in
commercial products or even product candidates and a number of events could delay our development efforts and negatively impact our ability to obtain
regulatory approval for, and to manufacture, market and sell, a vaccine. Additionally, our ability to develop an effective vaccine will depend on our ability to work
on an accelerated timeline, with limited access to financial resources beyond those that we currently possess, and in competition with a significant number of
better-funded and more experienced vaccine-development companies. Moreover, if the COVID-19 pandemic is effectively contained or the risk of further spread
is diminished or eliminated before we can successfully develop, manufacture and commercialize SARS-CoV-2 vaccine products, we may be unable to identify
strategic partners willing to work with and support us in our development efforts and, even if we obtain regulatory approval, the market that we anticipate for this
product candidate may not exist or may be much smaller than we previously anticipated. Alternatively, even if a market exists, our vaccine product candidates
could be found to be ineffective or unsafe, or otherwise fail to receive necessary regulatory clearances. Our vaccine product candidates, even if safe and
effective, could be difficult to manufacture on a large scale or uneconomical to market, or our competitors could develop superior products more quickly and
efficiently or more effectively market their competing products. Accordingly, our inability to develop a commercially-successful vaccine product will materially
harm our business.
Risks Related to Dependence on Third Parties
We are dependent on collaborations with third parties and if we fail to maintain or successfully manage existing, or enter into new, strategic
collaborations, we may not be able to develop and commercialize many of our technologies and products and achieve profitability. We have a small
number of research collaborations, and the nonperformance or loss of any collaboration could have a material adverse effect on our business.
Our R&D revenue is generated from a small number of research collaborations. These collaborations could be delayed or be discontinued, as they have
in the past, at any time with little advance notice. If these research collaborations are lost or do not perform as expected, it could have a material adverse effect
on our business, financial condition and operating results.
Our ability to enter into, maintain and manage collaborations in our target markets is fundamental to the success of our business. We currently rely on,
and expect to continue to rely on, our current and future partners, in part, for research and development, manufacturing and distribution, sales and marketing
services, and application and regulatory know how. In addition, we intend to enter into additional collaborations to conduct research, develop, produce, market,
license and sell our technologies and products and processes we anticipate developing. However, we may not be successful in entering into collaborative
arrangements with third parties. Any failure to enter into such arrangements on favorable terms could delay or hinder our ability to develop and commercialize
our technologies, products and processes and could increase our costs of research and development and commercialization.
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We have limited or no control over the resources that any collaborator or licensee may devote to our programs , and reductions in collaborators ’ R&D
budgets may affect our businesses.
Any of our current or future collaborators or licensees may, breach or terminate their agreements with us or otherwise fail to perform and conduct their
required activities successfully and in a timely manner. Our collaborators or licensees may elect not to develop products arising out of our collaborative or
license arrangements or may choose not to devote sufficient resources to the development, manufacture, market or sale of these products. If any of these
events occur, we or our collaborators or licensees may not develop our technologies or commercialize our or their products.
Fluctuations in the R&D budgets of government agencies, our customers, licensees, collaborators and research partners could have a significant impact
on the interest in and demand for our technology. Our businesses could be seriously damaged by significant decreases in life sciences and/or pharmaceutical
R&D expenditures by government agencies and existing and potential partners.
We heavily rely on contracts with third-party contract research organizations (“CROs”) to conduct our research and development, which may not be
available to the Company on commercially reasonable terms or at all.
As a result of the DuPont Transaction, we no longer own a research and development laboratory and we became dependent upon the performance and
research capacity of a number of third-party contract research organizations to conduct our research and development projects, which include services and
programs in connection with the modification and enhancement of the Company’s C1 expression platform and to support our business development efforts for
C1’s use in biopharmaceutical applications. The licensing and service arrangements with these third party CROs are not guaranteed to be renewed or continued
on reasonable terms, if at all. The Company may be unable to maintain or expand its access to third party CROs to conduct our research projects. Failure to
maintain and expand access to certain third party CROs could have a material adverse impact on the Company’s research projects, financial condition and
operating results.
We are heavily dependent upon the availability and performance of third-party research organizations. If we require research capacity and/or capabilities
and are unable to obtain it in sufficient quantity, and quality or at terms and conditions that are acceptable to the Company or our third party collaborators we
may not be able to offer our technologies or products for license, or sale, or we may be required to make substantial capital investments to build out that
capacity or to contract with other research organizations on terms that may be less favorable than our current arrangements. In addition, if we contract with
other research organizations, we may experience delays of several months in qualifying them or in starting up research programs at these facilities, which could
harm our relationships with our licensees, collaborators or customers and we may be required to make a capital investment in connection with these
arrangements. This could have a material adverse effect on our business, revenues or operating results.
Additionally, if we were unsuccessful in retaining a CRO with the requisite experience and skills we require and were required to build our own research
facility, it could take a year or longer before such owned research facility is able to be brought online to carry out the necessary technology and product
development efforts of the Company.
Conflicts with the CROs, collaborators and/or licensees could harm our business.
An important part of our strategy includes involvement in proprietary research programs. We may pursue opportunities in the pharmaceutical field that
could conflict with those of our collaborators and licensees. Moreover, disagreements with Danisco, our current and/or future CROs, collaborators or licensees
could develop over rights to our intellectual property, over further licensing of our technologies to other parties in certain pharmaceutical fields, or over other
reasons. Any conflict with Danisco, our current and/or future CROs, collaborators or licensees could reduce our ability to obtain future collaboration agreements
and negatively impact our relationship with existing collaborators or licensees, which could reduce our revenues and profits.
Some of our current and/or future CROs, collaborators and/or licensees could also become competitors in the future. Our current and/or future CROs,
collaborators and/or licensees could develop competing technologies or products, preclude us from entering into collaborations or license agreements with their
customers, could fail to obtain timely regulatory approvals, terminate their agreements with us prematurely or fail to devote sufficient resources to the
development and commercialization of their technology and products and processes. Any of these developments could harm our technology development and
value, product development efforts, revenue, profits and overall business.
We rely on our collaborators and other third parties to deliver timely and accurate information in order to accurately report our financial results as
required by law.
We need to receive timely, accurate and complete information from a number of third parties in order to accurately and timely report our financial results.
We rely on third parties to provide us with complete and accurate information regarding research developments and data, revenues, expenses and payments
owed to or by us on a timely basis. We will need to establish the proper controls related to obtaining and reporting information from our CROs, licensees and
collaborators related to research results and other data, when milestones are earned, if any, when royalties are earned, if any, as well as other types of potential
revenues and expenses. If the information that we receive is not accurate, our consolidated financial statements may be materially incorrect and may require
restatement. As a result, we may have difficulty in completing accurate and timely financial disclosures, which could have a material adverse effect on our
business, financial condition and results of operations and the market price of our common stock.
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Risks Related to Government Regulations and Environmental, Social, and Governance Issues
Potential future regulations limiting our ability to sell genetically engineered products could harm our business.
We, our current and future collaborators and licensees expect to develop biologic products using genetically engineered microorganisms (GMOs).
Products derived from GMOs may in some instances be subject to bans or additional regulation by federal, state, local and foreign government agencies. These
agencies may not allow us or our collaborators and licensees to produce and market products derived from GMOs in a timely manner or under technically or
commercially feasible conditions.
Compliance with FDA, Environmental Protection Agency (EPA) and EU regulations could result in expenses, delays or other impediments to our product
development programs or the commercialization of resulting products. The FDA currently applies the same regulatory standards to products made through
genetic engineering as those applied to products developed through traditional methodologies. Regardless of GMO status, a product may be subject to lengthy
FDA reviews and unfavorable FDA determinations due to safety concerns or changes in the FDA’s regulatory policy. The EPA regulates biologically-derived
enzyme-related chemical substances not within the FDA’s jurisdiction. An unfavorable EPA ruling could delay commercialization or require modification of the
production process or product in question, resulting in higher manufacturing costs, thereby making the product uneconomical. The EU and other countries also
have regulations regarding the development, production and marketing of products from GMOs, which may be as or more restrictive than U.S. regulations.
Further, we, Danisco, our current and future collaborators and licensees are subject to regulations in the other countries in which we operate outside of
the U.S. and EU, which may have different rules and regulations depending on the jurisdiction. Different countries have different rules regarding which products
qualify as GMO. If any of these countries expand the definition of GMO and increase the regulatory burden on GMO products, our business could be harmed.
Other changes in regulatory requirements, laws and policies, or evolving interpretations of existing regulatory requirements, laws and policies, may
result in increased compliance costs, delays, capital expenditures and other financial obligations that could adversely affect our business or financial results.
Public views on ethical and social issues may limit use of our technologies.
Our success will depend in part upon our ability, our current and future collaborators or licensees ability, to develop pharmaceutical products discovered,
developed and manufactured through the C1 expression system. Governmental authorities could, for social, ethical or other purposes, limit the use of genetic
processes or prohibit the practice of using a modified C1 organism to produce biologic vaccines, drugs and other biologic products. Concerns about the C1
expression system, and particularly about the expression of genes from C1 for pharmaceutical purposes, could adversely affect their market acceptance.
The commercial success of our current and future collaborations and our licensees’ potential products will depend in part on public acceptance of the
use of genetically engineered products including enzymes, vaccines, drugs and other protein products produced in this manner. Claims that genetically
engineered products are unsafe for consumption or pose a danger to the environment, animals or humans may influence public attitudes. Our and our licensees’
genetically engineered products may not gain public acceptance. Negative public reaction to GMOs and products could result in increased government
regulation of genetic research and resulting products, including stricter labeling laws or other regulations, and could cause a decrease in the demand for our
products. If we and/or our collaborators are not able to overcome the ethical, legal, and social concerns relating to genetic engineering, some or all of our
products and processes may not gain public acceptance which could have a material adverse effect on our business, financial condition and results of
operations.
Our results of operations may be adversely affected by environmental, health and safety laws, regulations and liabilities.
We and the CROs, collaborators and licensees are subject to various federal, state and local environmental laws and regulations relating to the discharge
of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety
of our employees. These laws, regulations and permits can often require expensive pollution control equipment or operational changes to limit actual or potential
impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, criminal sanctions, permit revocations
and/or facility shutdowns.
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In addition, new laws, new interpretations of existing laws, increased government enforcement of environmental laws, or other developments could
require us or our contract research organizations to make additional significant expenditures. Present and future environmental laws and regulations and
interpretations thereof, more vigorous enforcement of policies and discovery of currently unknown conditions may require substantial expenditures that could
have a material adverse effect on our results of operations and financial position. Additionally, any such developments may have a negative impact on our
contract manufacturers, which could harm our business.
Increasing scrutiny and changing expectations from customers, regulators, investors, and other stakeholders with respect to our environmental,
social and governance practices may impose additional costs on us or expose us to new or additional risks.
Companies are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and
governance practices. Investor advocacy groups, investment funds and influential investors are also increasingly focused on these practices, especially as they
relate to the environment, health and safety, supply chain management, diversity and human rights. Failure to adapt to or comply with regulatory requirements or
investor or stakeholder expectations and standards could negatively impact our reputation and the price of our common stock.
In addition, our customers, may adopt policies that include social and environmental requirements, or may seek to include such provisions in their
contract terms and conditions. These social and environmental responsibility provisions and initiatives are subject to change, vary from jurisdiction to jurisdiction,
and certain elements may be difficult and/or cost prohibitive for us to comply with given the inherent complexity and the global scope of our operations. In certain
circumstances, in order to meet the requirements or standards of our customers, we may be obligated to modify our sourcing practices or make other
operational choices which may require additional investments and increase our costs or result in inefficiencies.
Any of the factors mentioned above, or the perception that we or those with whom we conduct business have not responded appropriately to the
growing concern for such issues, regardless of whether we are legally required to do so, may damage our reputation and have a material adverse effect on our
business, financial condition, results of operations cash flows and/or the price of our common stock.
We have no experience submitting applications to the FDA or similar regulatory authorities and could be subject to lengthy and/or unfavorable
regulatory proceedings.
While we understand that many of our current and future collaborators or licensees may have a proven track record of experience submitting application
to the FDA or other applicable regulatory authorities, we have no such experience. Neither we nor any collaborator or licensee has yet submitted any application
with the FDA or any other regulatory authority for any product candidate generated through the use of the C1 expression system as it relates to the development
and manufacture of pharmaceutical products. The FDA may not have substantial experience with technology similar to ours, which could result in delays or
regulatory action against us. We and our current and future collaborators and licensees may not be able to able to obtain regulatory approval for C1 expressed
products, which would harm our business.
The C1 expression system has been tested for use in the manufacturing of an enzyme in the production of wine, beer and fruit juices, and has generated
promising safety and toxicity data for that enzyme. The C1 expression system could produce vaccines, antibodies, or therapeutic products and enzymes that
have safety, toxicity, pathogenicity, immunogenicity and other issues associated with them. The C1 expression system may be subject to lengthy regulatory
reviews and unfavorable regulatory determinations if it raises safety questions which cannot be satisfactorily answered or if results from studies do not meet
regulatory requirements. An unfavorable regulatory ruling could be difficult to resolve and could delay or possibly prevent a product from being commercialized,
or even the use of the C1 technology to produce future products which would have a material adverse effect on our growth and prospects. Additionally, future
products produced by us or our current and future collaborators or licensees using the C1 expression system may not be approved by the FDA or other
regulatory agencies in the U.S. or worldwide. There is no assurance that safety, toxicity, pathogenicity, immunogenicity and other issues will not arise in current
or future product development and manufacturing programs due to media, fermentation, inherent properties or genetic changes in the C1 strain and fermentation
process.
If these therapeutic protein products, antibodies or vaccines are not approved by regulators, we or our current and future customers or collaborators and
licensees will not be able to commercialize them, and we may not receive research funding, upfront license fees, milestone and royalty payments which are
based upon the successful advancement of these products through the drug development and approval process. Even after investing significant time and
expense, any regulatory approval may also impose limitations on the uses for which we can market a product, and any marketed product and its manufacturer
are subject to continual review. Discovery of previously unknown problems with a product or manufacturer may result in new restrictions on the product,
manufacturer and manufacturing facility, including withdrawal of the product from the market. In certain countries, regulatory agencies also set or approve prices,
which may result in low or unprofitable margins and would have a material adverse effect on our business, financial condition and results of operations.
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Risks Relating to Intellectual Property
Inability to protect our intellectual property could harm our ability to compete.
Our success will depend in part on our ability to obtain patents and on our and Danisco’s (as part of the DuPont Transaction, patents were assigned to
Danisco) and our current and future collaborators’ and licensees’ ability to maintain adequate protection of our and their intellectual property. If we, Danisco, or
our current and future collaborators and licensees do not adequately protect our intellectual property, competitors may be able to practice our technologies and
erode our competitive advantage. The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and
many companies have encountered significant problems in protecting their proprietary rights in these foreign countries.
However, the patent positions of biotechnology companies, including our patent position, are generally uncertain and involve complex legal and factual
questions. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our, and in certain instances the C1
patents assigned to Danisco, and our current and future collaborators and licensees proprietary technologies are covered by valid and enforceable patents or are
effectively maintained as trade secrets. We intend, from time to time, to apply for patents covering both our technologies and our products, while at other times,
we only maintain such knowledge as trade secrets without applying for patents, as we deem appropriate. However, existing and future patent applications may
be challenged and are not guaranteed to result in the issuing of patents. Even if a patent is obtained, it may not be sufficiently broad to prevent others from
practicing our technologies or from developing competing products. Others, including Danisco and our current and future collaborators and licensees, may
independently develop similar or alternative technologies or design around our, Danisco’s or our current and future collaborators’ and licensees’ patented
technologies. In addition, Danisco, our current and future collaborators, licenses, or other third parties may challenge or invalidate our patents, or our patents
may fail to provide us with any competitive advantages. If any third party is able to gain intellectual property protections for technology similar to our own, they
may be successful in blocking us and our licensees from using C1 technology and/or commercializing products derived from the C1 technology.
We cannot ensure that any of our pending patent applications will result in issued patents, or even if issued, predict the breadth of the claims upheld in
our and other companies’ patents. Given that the degree of future protection for our proprietary rights is uncertain, we cannot ensure that we were the first to
invent the inventions covered by our pending patent applications, or that we were the first to file patent applications for these inventions or the patents we have
obtained.
In addition, Dyadic will continue to review its existing and potential patent positions and rights. Based on our analysis if and when the commercial
opportunities and patent enforceability are questionable, we may abandon certain patents in some countries. There is a risk that we will abandon potentially
valuable patents.
Litigation or other proceedings or third-party claims of intellectual property infringement could require us to spend significant time and resources
and could prevent us and our collaborators from commercializing our or their technologies and products or negatively impact our stock price.
Our commercial success depends in part on neither infringing patents and proprietary rights of third parties, nor breaching any licenses that we have
entered into with regard to our technologies and products. Others have filed, and in the future are likely to file, patent applications covering genes or gene
fragments, genetic elements, screening, gene expression and fermentation processes and other intellectual property that we may wish to utilize with the C1
expression system or products and systems that are similar to those developed with its use. If these patent applications result in issued patents and we wish to
use the claimed technology, we may need to obtain a license from the appropriate third party.
Third parties may assert that we and/or our current and future collaborators and licensees are employing their proprietary technology without
authorization. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes these patents. We could incur substantial
costs and diversion of management and technical personnel in defending ourselves against any of these claims or enforcing our patents and other intellectual
property rights. Parties making claims against us may be able to obtain injunctive or other equitable relief, which could effectively block our ability to further
develop, commercialize and sell products, and could result in the award of substantial damages against us. If a claim of infringement against us is successful, we
may be required to pay damages and obtain one or more licenses from third parties. In the event that we are unable to obtain these licenses at a reasonable
cost, we and/or current and future collaborators and licensees could encounter delays in product commercialization while we attempt to develop alternative
methods or products. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing available products.
In addition, unauthorized parties may attempt to steal, copy or otherwise obtain and use our C1 microbial strains, genetic elements, development and
manufacturing processes, other technology or products. Monitoring unauthorized use of our intellectual property is difficult, and we cannot be certain that the
steps we have taken will prevent unauthorized use of our technologies, particularly in certain foreign countries where the local laws may not protect our
proprietary rights as fully as in the United States. Moreover, third parties could practice our inventions in territories where we do not have patent protection. Such
third parties may then try to import into the United States or other territories products, or information leading to potentially competing products, made using our
inventions in countries where we do not have patent protection for those inventions. If competitors are able to use our technologies, our ability and our current
and future collaborators’ and licensees’ ability to compete effectively could be harmed. Moreover, others may independently develop and obtain patents for
technologies that are similar to or superior to our technologies. If that happens, we may need to license these technologies, and we may not be able to obtain
licenses on reasonable terms, if at all, which could harm our business, financial condition and results of operations.
Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.
We rely in part on trade secret protection to protect our confidential and proprietary information and processes. However, trade secrets are difficult to
protect. We have taken measures to protect our trade secrets and proprietary information, but these measures may not be effective. We require employees and
consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with us. These agreements generally
require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us
be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions conceived by the individual in the course of
rendering services to us shall be our exclusive property. Nevertheless, our proprietary information may be disclosed, third parties could reverse engineer our
biocatalysts and others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets.
Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade
secret protection could adversely affect our competitive business position.
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Risks Related to Our Common Stock
The price of our shares of common stock is likely to be volatile, and you could lose all or part of your investment.
The trading price of our common stock has been, and is likely to continue to be, volatile. Biotechnology company stocks generally tend to experience
extreme price fluctuations. The valuations of many biotechnology companies without consistent product sales and earnings are extraordinarily high based on
conventional valuation standards such as price-to-earnings and price-to-sales ratios. These trading prices and valuations may not be sustained. Factors that
may result in fluctuations in our stock price include, but are not limited to, the following:
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Changes in the public’s perception of the prospects of biotechnology companies.
Sales of our common stock in the public market by such stockholders or other significant stockholders, executive officers, or directors.
Announcements of new technological innovations, patents or new products or processes by us, Danisco or our current or future collaborators,
licensees and competitors;
Announcements by us, Danisco or our collaborators and licensees relating to our relationships or either of our relationships with other third parties;
Coverage of, or changes in financial estimates by us or securities and industry analysts;
Conditions or trends in the biotechnology industry;
Changes in the market valuations of other biotechnology companies;
Limitations or expanded uses in the areas within the biopharmaceutical or other industries into which we can apply our technologies and products;
Actual or anticipated changes in our growth rate relative to our competitors;
Developments in domestic and international governmental policy or regulations;
Announcements by us, Danisco, our current and future collaborators and licenses, or our competitors of significant acquisitions, divestures, strategic
partnerships, license agreements, joint ventures or capital commitments;
The position of our cash, cash equivalents and marketable securities;
Any changes in our debt position;
Developments in patent or other proprietary rights held by us, Danisco or by others;
Negative effects related to the stock or business performance of Danisco, our current and future collaborators and licensees, or the abandonment of
projects using our technology by our collaborators and/or licensees;
Scientific risks inherent to emerging technologies such as the C1 expression system;
Set-backs, and/or failures, and or delays in our or our current and future collaborators’ and licensees’ R&D and commercialization programs;
Delays or failure to receive regulatory approvals by us, Danisco and/or our current and future collaborators and licensees;
Loss or expiration of our or Danisco’s intellectual property rights;
Theft, misappropriation or expiration of owned or licensed proprietary and intellectual property, genetic and biological material owned by us and/or
Danisco US, Inc., and VTT Technical Research Centre of Finland Ltd;
Lawsuits initiated by or against us, Danisco, or our current and future collaborators and licensees;
Period-to-period fluctuations in our operating results;
Future royalties from product sales, if any, by Danisco, our current or future strategic partners, collaborators or licensees;
Future royalties may be owed to Danisco by us, our collaborators, licenses, or sub-licensees under certain circumstances related to our Danisco
Pharma License;
Short positions taken in our common stock;
Sales of our common stock or other securities in the open market;
Stock buy-back programs;
Stock splits; and
Decisions made by the board related to potential registration of Dyadic’s stock under the Securities Act of 1933(as amended (the “Securities Act”),
and/or up listing to another stock exchange.
If we were to become party to a securities class action suit, we could incur substantial legal fees and our management’s attention and resources could
be diverted from operating our business to responding to litigation.
Our quarterly and annual operating results may be volatile.
Our quarterly and annual operating results have fluctuated in the past and are likely to do so in the future. These fluctuations could cause our stock price
to vary significantly or decline. Some of the factors that could impact our operating results include:
•
Expiration of or cancellations of our research contracts with current and future collaborators and/or licensees, which may not be renewed or
replaced;
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•
•
•
•
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Setbacks or failures in our and our current and future collaborators and licensees research, development and commercialization efforts;
Setbacks, or delays in our research and development efforts to develop and produce biologics.
Setbacks, or delays in our research and development efforts to re-engineer the C1 technology for its application and use in developing and
producing biologics.
The speed, and success rate of our discovery and research and development efforts leading to potential licenses, or other forms of collaborations,
access fees, milestones and royalties;
The timing and willingness of current and future collaborators and licensees to utilize C1 to develop and commercialize their products which would
result in potential upfront fees, milestones and royalties;
• General and industry specific economic conditions, which may affect our current and future collaborators’ and licensees’ R&D expenditures;
•
•
The adoption and acceptance of the C1 expression system by biopharmaceutical companies and regulatory agencies;
The addition or loss of one or more of the collaborative partners, grants, research funding, or licensees we are working with to further develop and
commercialize our technologies and products in the pharmaceutical industry;
• Our ability to file, maintain and defend our intellectual property and to protect our proprietary information and trade secrets;
• Our ability to develop technology, products and processes that do not infringe on the intellectual property of third parties;
•
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The improvement and advances made by our competitors to CHO, E.coli, yeast, inset cells, plant and other expression systems;
The introduction by our competitors of new discovery and expression technologies competitive with the C1technology;
• Our ability to enter into new research projects, grants, licenses or other forms of collaborations and generate revenue from such parties;
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•
•
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Scientific risk associated with emerging technologies such as the C1 expression system;
Failure to bring on the necessary research, CMO, CDMO and manufacturing capacity if required;
Uncertainty regarding the timing of research funding, grants or upfront license fees for new C1 expression system collaborations, license
agreements or expanded license agreements; and
Delays or failure to receive upfront fees, milestones and royalties and other payments.
Due to the possibility of fluctuations in our revenues and expenses, we believe that quarter-to-quarter comparisons of our operating results are not
necessarily a good indication of our future performance. Our operating results in some quarters, or even in some years may not meet the expectations of stock
market analysts and investors, potentially causing our stock price to possibly decline.
We do not expect to pay cash dividends in the future.
We have never paid cash dividends on our stock and do not anticipate paying any dividends for the foreseeable future. The payment of dividends on our
shares, if ever, will depend on our earnings, financial condition and other business and economic factors deemed relevant for consideration by our board of
directors. If we do not pay dividends, our stock may be less valuable because a return on investment will only occur if and to the extent that our stock price
appreciates.
Our anti-takeover defense provisions may deter potential acquirers and depress our stock price.
Certain provisions of our certificate of incorporation, bylaws and Delaware law, as well as certain agreements we have with our executives, could make it
substantially more difficult for a third party to acquire control of us. These provisions include the following:
• We may issue preferred stock with rights senior to those of our common stock;
• We have a classified board of directors;
•
Action by written consent by stockholders is not permitted;
• Our board of directors has the exclusive right to fill vacancies and set the number of directors;
•
Cumulative voting by our stockholders is not allowed; and
• We require advance notice for nomination of directors by our stockholders and for stockholder proposals.
These provisions may discourage certain types of transactions involving an actual or potential change in control. These provisions may also limit our
stockholders’ ability to approve transactions that they may deem to be in their best interests and discourage transactions in which our stockholders might
otherwise receive a premium for their shares over the current market price.
Concentration of ownership among our existing officers, directors and principal stockholders may prevent other stockholders from influencing
significant corporate decisions and depress our stock price.
Our executive officers, directors and principal stockholders (5% stockholders) together control approximately 31.2% of our 27,494,157 shares of
outstanding common stock as of December 31, 2020.
Our Founder and Chief Executive Officer Mark Emalfarb, through the Mark A. Emalfarb Trust U/A/D October 1, 1987, as amended (the “MAE Trust”) of
which he is the trustee and beneficiary, owned approximately 15.2% of our outstanding common stock as of December 31, 2020. Further, the Francisco Trust
U/A/D February 28, 1996 (the “Francisco Trust”), whose beneficiaries are the descendants and spouse of Mr. Emalfarb, owned approximately 13.6% of our
outstanding common stock as of December 31, 2020. We have historically been partially controlled, managed and partially funded by Mr. Emalfarb, and affiliates
of Mr. Emalfarb. Collectively, Mr. Emalfarb and stockholders affiliated with Mr. Emalfarb controlled approximately 28.7% of our outstanding common stock as
of December 31, 2020.
Mr. Emalfarb may be able to control or significantly influence all matters requiring approval by our shareholders, including the election of directors and
the approval of mergers or other business combination transactions. The interests of Mr. Emalfarb may not always coincide with the interests of other
shareholders, and he may take actions that advance his personal interests and are contrary to the desires of our other shareholders.
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If our existing officers, directors and principal stockholders act together, they will be able to exert a significant degree of influence over our management
and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, this
concentration of ownership may delay or prevent a change in control and might affect the market price of our shares, even when a change may be in the best
interests of all stockholders. Certain of our principal stockholders may elect to increase their holdings of our common stock, which may have the impact of
delaying or preventing a change of control. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests
of other stockholders, and, accordingly, they could cause us to enter into transactions or agreements, which we would not otherwise consider.
Future issuances of shares of our common stock may negatively affect our stock price.
The sale of additional shares of our common stock, or the perception that such sales could occur, could harm the prevailing market price of shares of our
common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time
and at a price that we deem appropriate.
As of December 31, 2020, there were 27,494,157 shares of our common stock outstanding. Approximately 31.2% of these outstanding common shares
are beneficially owned or controlled by our executive officers, directors and principal stockholders.
Our common stock has a relatively small public float. As a result, sales of substantial amounts of shares of our common stock, or even the potential for
such sales, may materially and adversely affect prevailing market prices for our common stock. In addition, any adverse effect on the market price of our common
stock could make it difficult for us to raise additional capital through sales of equity securities.
The Company is exposed to credit risk and fluctuations in the values of its investment portfolio.
The Company’s investments can be negatively affected by liquidity, credit deterioration, financial results, market and economic conditions, political risk,
sovereign risk, interest rate fluctuations or other factors. As a result, the value and liquidity of the Company’s cash, cash equivalents, and marketable and non-
marketable securities may fluctuate substantially, which could result in significant losses and could have a material adverse impact on the Company’s financial
condition and operating results.
General Risk Factors
We may need substantial additional capital in the future to fund our business.
Our future capital requirements may be substantial, particularly as we continue to further develop, engineer and optimize the C1 expression system and
our other proprietary technologies, products and processes for licensing for research and development, and commercialization of potential animal and human
pharmaceutical products.
We currently have very little leverage and if our capital resources are insufficient to meet our capital requirements, we will have to raise additional funds
to continue the development of our technologies and complete the development and commercialization of products, if any, resulting from our technologies. If the
acquisition of additional funds is not possible or if we engage in future equity financings, dilution to our existing stockholders may result. If we raise capital
through debt financing, we may be subject to restrictive covenants that limit our ability to conduct our business. We may not be able to raise funds on terms that
are favorable to us, if at all. If we fail to raise sufficient funds and incur losses, our ability to fund our operations, take advantage of strategic opportunities,
develop products or technologies, or otherwise respond to competitive pressures could be significantly limited. If this happens, we may be forced to delay or
terminate research or development programs or the commercialization of products resulting from our technologies, curtail or cease operations or obtain funds
through collaborative and licensing arrangements that may require us to relinquish commercial rights, sell certain assets of the company which will limit future
opportunities, or grant licenses on terms that are not favorable to us. Without sufficient funding or revenue, we may have to curtail, cease, or dispose of, one or
more of our operations and would have a material adverse effect on our business, financial condition, and future prospects.
Changes in global economic and financial markets may have a negative effect on our business.
Our business is subject to a variety of market forces including, but not limited to, domestic and international economic, political and social conditions.
Many of these forces are beyond our control. Any change in market conditions that negatively impacts our operations or the demand of our current or
prospective customers could adversely affect our business operations.
Changes in the global financial, pharmaceutical and biotech markets may make it difficult to accurately forecast operating results. These changes have
had, and may continue to have, a negative effect on our business, results of operations, financial condition and liquidity. In the event of a downturn in global
economic activity, current or potential business partners may go out of business, may be unable to fund purchases or determine to reduce purchases, all of
which could lead to reduced demand for our products and increased payment delays or defaults. We are also limited in our ability to reduce costs to offset the
results of a prolonged or severe economic downturn given certain fixed costs associated with our operations and difficulties if we over strained our resources.
The timing and nature of a sustained recovery in the credit and financial markets remains uncertain, and there can be no assurance that market conditions will
significantly improve in the near future or that our results will not continue to be materially and adversely affected.
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We face risks related to health epidemics, pandemics and other widespread outbreaks of contagious disease, pandemics, epidemics or other
biological threats, such as the ongoing COVID-19 pandemic, that could significantly disrupt our operations and have a material adverse effect on our
business, employees, directors, consultants, collaborators and other third parties, including business development activities and research and
development projects conducted by third party contract research organizations parties.
Significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations,
financial condition, and operating results. The ongoing COVID-19 pandemic has significantly impacted the operation of business in the United States and
Europe, where several of our key executive management members and our third-party contract research organizations are located. The continuation of the
COVID-19 pandemic and various governmental responses in the United States and Europe has adversely affected and may continue to adversely affect our
business operations, including our ability to carry on business development activities, restrictions in business-related travel, delays or disruptions in our on-going
research projects, and unavailability of the employees of the Company or third-party contract research organizations with whom we conduct business, due to
illness or quarantines, among others.
In addition, we rely on third parties in the United States and Europe to conduct our research and development projects and to provide other services,
and COVID-19 has affected and may continue to affect service providers of such third-party contract research organizations and therefore negatively affect the
operations of our on-going research projects, which could materially and negatively affect our business, financial condition, and results of operations.
The COVID-19 pandemic has adversely affected and may continue to adversely affect the economies and financial markets worldwide, resulting in an
economic downturn that could impact our business, financial condition and results of operations. As a result, our ability to fund through public or private equity
offerings, debt financings, and through other means at acceptable terms, if at all, may be disrupted, in the event our financing needs for the foreseeable future
are not able to be met by our existing balances of cash, cash equivalents and investments. The extent to which COVID-19 could impact our business and
research and development activities will depend on future developments, which are highly uncertain and cannot be predicted with confidence, and will depend
on many factors, including the duration of the outbreak, the effect of travel restrictions and social distancing efforts in the United States and other countries, the
scope and length of business closures or business disruptions, and the actions taken by governments to contain and treat the disease. As such, we cannot
presently predict the scope and extent of any potential business shutdowns or disruptions.
The Company is currently working on several COVID-19 related vaccine and antibody opportunities. However, there is no assurance that any of these
opportunities will materialize or that the C1 technology or any product expressed from C1 or any of the various other steps in a vaccine or drug development
process will perform, provide benefits, obtain governmental safety and regulatory approvals, be registered or gain market acceptance. In addition, our C1
technology has yet to be used to produce a vaccine, antibody or other biologic product that has entered the clinical trial phase, and we are competing with more
experienced companies for grants or funding of this type. As a result, there is no assurance that we will receive these grants or funding resulting from these
proposals.
Our sales and operations are subject to the risks of doing business internationally.
Our sales and operations are subject to the risks of doing business internationally, as we have customers and partners located outside of the United
States. Conducting business internationally exposes us to a variety of risks, including:
•
•
•
•
•
•
•
•
•
changes in or interpretations of foreign regulations that may adversely affect our ability to sell our products, repatriate profits to the United States or
operate our foreign-located facilities;
the imposition of tariffs;
the imposition of limitations on, or increase of, withholding and other taxes on remittances and other payments by foreign subsidiaries or joint
ventures;
uncertainties relating to foreign laws, regulations and legal proceedings including tax, import/export, anti-corruption and exchange control laws;
the availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;
increased demands on our limited resources created by our operations may constrain the capabilities of our administrative and operational resources
and restrict our ability to attract, train, manage and retain qualified management, technicians, scientists and other personnel;
economic or political instability in foreign countries;
difficulties associated with staffing and managing foreign operations; and
the need to comply with a variety of United States and foreign laws applicable to the conduct of international business, including import and export
control laws and anti-corruption laws.
If we lose key personnel, including key management or board members, or are unable to attract and retain additional personnel, it could delay our
technology and product development programs, harm our R&D efforts, and we may be unable to pursue research funding, licenses and other forms
of collaborations or develop our own products.
Our planned activities will require retention and ongoing recruiting of additional expertise in specific areas applicable to our industries, technologies and
products being developed. These activities will not only require the development of additional expertise by existing management personnel, but also the addition
of new research and scientific, regulatory, licensing, sales, marketing, management, accounting and finance and other personnel. The inability to acquire or
develop this expertise or the loss of principal members of our management, broad of directors, consultants, accounting and finance, sales, and scientific staff
could impair the growth, if any, of our business. Competition for experienced personnel from numerous companies, academic institutions and other research
facilities may limit our ability to attract and retain qualified management, directors, consultants, and scientific personnel on acceptable terms. Failure to attract
and retain qualified personnel would inhibit our ability to maintain and pursue collaborations and develop our products and core technologies.
Personnel changes may disrupt our operations. Hiring and training new personnel will entail costs and may divert our resources and attention from
revenue-generating efforts. In addition, we periodically engage consultants to assist us in our business and operations, these consultants operate as independent
contractors, and we, therefore, do not have as much control over their activities as we do over the activities of our employees. Our directors and consultants may
be affiliated with or employed by other parties, and some may have consulting or other advisory arrangements with other entities that may conflict or compete
with their obligations to us.
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We may be sued for product liability.
We or our current and future collaborators and licenses may be held liable if any product we or they develop, or any product which is made with the use
or incorporation of, any of our technologies, causes injury or is found otherwise unsuitable or unsafe during product testing, manufacturing, marketing or sale.
These claims could be brought by various parties, including other companies who purchase products from our current and future collaborators and licenses or by
end users of the products.
While we maintain product liability insurance, it may not fully cover all of our potential liabilities and our liability could in some cases exceed our total
assets, which would have a material adverse effect on our business, results of operations, financial condition and cash flows, or cause us to go out of business.
Further, insurance coverage is expensive and may be difficult to obtain and may not be available to us or to our collaborators and licensees in the future on
acceptable terms, or at all. Inability to obtain sufficient insurance coverage at an acceptable cost to protect against potential product liability claims could prevent
or inhibit the commercialization of products developed by us, or our collaborators and licensees.
Foreign currency fluctuations could adversely affect our results.
In the conduct of our business, in certain instances, we are required to receive payments or pay our obligations in currencies other than U.S. dollars.
Especially since a large portion of our research and development is done in the EU and the CROs and certain consultants request payments in Euros. As a
result, we are exposed to changes in currency exchange rates with respect to our business transactions denominated in non-US dollars. Fluctuations in
currency exchange rates have in the past and may in the future negatively affect our revenue, expenses and our financial position and results of operations as
expressed in U.S. dollars.
Our ability to use our net operating loss carryforwards ( “NOLs”) to offset future taxable income may be subject to certain limitations.
In general, under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to
utilize its NOLs, to offset future taxable income. If the Internal Revenue Service challenges our analysis that our existing NOLs are not subject to limitations
arising from previous ownership changes, our ability to utilize NOLs could be limited by Section 382 of the Internal Revenue Code. Future changes in our stock
ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Internal Revenue Code. Furthermore, our
ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations.
We may make acquisitions, investments and strategic alliances that may use significant resources, result in disruptions to our business or
distractions of our management, may not proceed as planned, and could expose us to unforeseen liabilities.
We may seek to expand our business through the acquisition of, investment in and strategic alliances with companies, technologies, products, and
services. If we are able to identify suitable acquisition, investment or strategic alliance targets, we may be unable to negotiate successfully their acquisition at a
price or on terms and conditions acceptable to us.
We cannot assure you that, following an acquisition, investment or strategic alliance, we will achieve expected research and development results,
anticipated synergies, revenues, specific net income or loss levels that justify such transaction or that the transaction will result in increased earnings, or
reduced losses, for the combined company in any future period. Moreover, we may need to raise additional funds through public or private debt or equity
financing to acquire any businesses or to provide funding for such business, which would result in dilution for stockholders or the incurrence of indebtedness and
may not be available on terms which would otherwise be acceptable to us. We may not be able to oversee such investment(s) nor operate acquired businesses
profitably or otherwise implement our growth strategy successfully.
We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology, including any
cybersecurity incidents, could harm our ability to operate our business effectively.
Despite the implementation of security measures, our internal computer systems and those of third parties with which we contract are vulnerable to
damage from cyber-attacks, computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. System
failures, accidents or security breaches could cause interruptions in our operations and could result in a material disruption of our research activities and
business operations, in addition to possibly requiring substantial expenditures of resources to remedy. To the extent that any disruption or security breach were
to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and
delays in our research efforts and financial reporting compliance, as well as significant increase in costs to recover or reproduce the data.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Leases
Jupiter, Florida Headquarters
The Company’s corporate headquarters are located in Jupiter, Florida. On June 30, 2020, the Company’s office lease expired and was extended on a
monthly basis. On August 13, 2020, the Company entered into a new lease with the same lessor pursuant to which the leased office space was reduced from
approximately 4,900 square feet to 2,000 square feet and the combined monthly rental rate and common area maintenance charges were reduced from
approximately $9,700 to $4,200. The new lease became effective September 1, 2020 and will expire on August 31, 2021.
The Netherlands Office
The Company maintains a small satellite office in Wageningen, The Netherlands. The Company occupies a flexible office space for an annual rental rate
of approximately $4,000. The lease expires on January 31, 2022, and thereafter, the Company will reconsider the leased space to align with the future
operations of the Company.
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We believe that our current and anticipated facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable
additional space is available to accommodate any expansion of our operations, but such space may not be available in the same building if and when such
space is needed.
Item 3.
Legal Proceedings
We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common
stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision
could have a material adverse effect.
However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Item 4.
Mine Safety Disclosures
Not applicable for our operations.
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
Principal Market or Markets
As of December 31, 2020, Dyadic had two classes of capital stock authorized, common stock and preferred stock. Effective April 17, 2019, our common
stock began trading on the NASDAQ Stock Market LLC’s NASDAQ Capital Market, under the symbol “DYAI”. Prior to the Company’s uplisting to the NASDAQ,
the Company’s common stock was traded on the OTCQX market. There were no shares of preferred stock outstanding for the reported period. The trading
symbol for Dyadic’s common stock assigned by the Financial Industry Regulatory Authority, Inc. is “DYAI.” The number of record holders of our common stock
as of December 31, 2020 was 57. There are no stock dividends within the last three years. Any future determination to pay dividends will be at the discretion of
our Board of Directors (the “Board”).
Securities Authorized for Issuance Under Equity Compensation Plans
See Part III, Item 12.
Treasury Stock
As of December 31, 2020 and 2019, there were 12,253,502 shares of common stock held in treasury, at a cost of approximately $18.9 million,
representing the purchase price on the date the shares were surrendered to the Company.
Issuer Purchases of Equity Securities
Stock Repurchase Programs
There were no repurchases of any class of the Company’s capital stock in 2020.
Open Market Sale Agreement℠
On August 13, 2020, we entered into an Open Market Sale Agreement℠ with Jefferies LLC, (“Jefferies”), with respect to an at the market offering
program under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, par value $0.001 per share, having an
aggregate offering price of up to $50.0 million through Jefferies as our sales agent or principal.
We have not and are not obligated to sell any shares under the sale agreement. Subject to the terms and conditions of the sale agreement, Jefferies will
use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell shares of our common
stock from time to time based upon our instructions, including any price, time or size limits or other customary parameters or conditions we specify, subject to
certain limitations. Under the sale agreement, Jefferies may sell shares of our common stock by any method permitted by law deemed to be an “at the market
offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
We will pay Jefferies a commission equal to 3.0% of the gross proceeds from each sale of shares of our common stock sold through Jefferies under the
sale agreement and will provide Jefferies with customary indemnification and contribution rights. In addition, we agreed to reimburse certain legal expenses and
fees by Jefferies in connection with the offering up to a maximum of $50,000, in addition to certain ongoing disbursements of Jefferies’ counsel, if required. The
sale agreement will terminate upon the sale of all $50.0 million of shares under the sale agreement, unless earlier terminated by either party as permitted therein.
The issuance and sale, if any, of shares of our common stock by us under the sale agreement will be made pursuant to a registration statement on Form
S-3 filed with the SEC on August 13, 2020 and declared effective by the SEC on August 25, 2020 and the accompanying Prospectus, as supplemented by a
Prospectus Supplement. As of the date of this filing, there have been no sales made under the Open Market Sale Agreement℠, and we have no immediate
plans to sell any securities under this program to fund our near-term business plan.
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Item 6.
Selected Financial Data
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this
Item.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and the
notes to those statements appearing in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this
Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks, assumptions
and uncertainties. Important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements
contained in the following discussion and analysis include, but not limited to those set forth in “Item 1A. Risk Factors” in this Annual Report. All forward-looking
statements included in this Annual Report are based on information available to us as of the time we file this Annual Report and, except as required by law, we
undertake no obligation to update publicly or revise any forward-looking statements.
Overview
Description of Business
Dyadic International, Inc. (“Dyadic”, “we”, “us”, “our”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with
operations in the United States, a satellite office in the Netherlands and predominantly two research organizations performing services under contract to Dyadic
in Finland and Spain. Over the past two decades, the Company has developed a gene expression platform for producing commercial quantities of industrial
enzymes and other proteins, and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in
industrial (non-pharmaceutical) applications. This technology is based on the Thermothelomyces heterothallica (formerly Myceliophthora thermophila) fungus,
which the Company named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other
proteins.
On December 31, 2015, the Company sold its industrial technology business to Danisco USA (“Danisco”), the industrial biosciences business of DuPont
(NYSE: DD) (the “DuPont Transaction”). As part of the DuPont Transaction, Dyadic retained co-exclusive rights to the C1 technology for use in all human and
animal pharmaceutical applications, and currently has the exclusive ability to enter into sub-license agreements (subject to the terms of the license and to certain
exceptions). Danisco retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of
pharmaceutical products, for which it will be required to make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a
royalty to either Danisco or certain licensors of Danisco, depending upon whether Dyadic elects to utilize certain patents either owned by Danisco or licensed in
by Danisco.
After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the
proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the
performance of biologic vaccines and drugs at flexible commercial scales. We believe that the C1 technology could be beneficial in the development and
manufacturing of human and animal vaccines and drugs, such as virus-like particles (VLPs), protein antigens, monoclonal antibodies (mAbs), Bi-Specific
antibodies, Fab antibody fragments, Fc-Fusion proteins, as well as other therapeutic enzymes and proteins. The Company is involved in multiple funded
research collaborations with animal and human pharmaceutical companies designed to leverage its C1 technology to help develop products such as innovative
vaccines and drugs, biosimilars and/or biobetters. The Company is also working on several COVID-19 related vaccine and antibody opportunities.
Impact of COVID-19
The outbreak of COVID-19 has led to adverse impacts on the U.S. and global economies and created uncertainty regarding the potential impact to the
Company’s employees, operations, and research projects.
To date, some of our employees are still working remotely. The extent to which the COVID-19 pandemic will directly or indirectly impact our business will
depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning the severe acute respiratory
syndrome coronavirus 2 (SARS-CoV-2) and SARS-CoV-2 variants and the actions taken and the level of success to contain or treat the SARS-CoV-2 virus and
its variants, the economic impact on local, regional, national and international business partners and markets, delays or disruptions in our on-going research
projects, and unavailability of the employees of the Company or third-party contract research organizations with whom we conduct business, due to illness or
quarantines, all of which are highly uncertain and cannot be predicted at this time. Management is actively monitoring this situation and the possible effects on its
financial condition, liquidity, operations, vendors, industry, and workforce. Even after the COVID-19 pandemic has subsided, the Company may continue to
experience adverse impacts to its business because of economic recession or depression that has occurred or may occur in the future. Given the daily evolution
of the COVID-19 outbreak and the ongoing response to curb its spread (including government travel and meeting restrictions) currently we are not able to
accurately estimate the effects of the COVID-19 outbreak to our results of operations, financial condition, or liquidity.
Critical Accounting Policies, Estimates, and Judgments
The preparation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires
management to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities
at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the applicable period. Actual results may differ
from these estimates under different assumptions or conditions. Such differences could be material to the consolidated financial statements.
We define critical accounting policies as those that are reflective of significant judgments and uncertainties and which may potentially result in materially
different results under different assumptions and conditions. In applying these critical accounting policies, our management uses its judgment to determine the
appropriate assumptions to be used in making certain estimates. These estimates are subject to an inherent degree of uncertainty. Our critical accounting
policies include the following:
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
26
Revenue Recognition
The Company has no pharmaceutical products approved for sale at this point, and all of our revenue to date has been research revenue from third-party
collaborations and government grants. The Company is expected to generate future revenue from license agreements and collaborative arrangements, which
may include upfront payments for licenses or options to obtain a license, payment for research and development services and milestone payments, in the form of
cash or non-cash consideration.
Revenue related to research collaborations and agreements: The Company typically performs research and development services as specified in each
respective agreement on a best efforts basis, and recognizes revenue from research funding under collaboration agreements in accordance with the 5-step
process outlined in ASC Topic 606 (“Topic 606”): (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii)
determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the
entity satisfies a performance obligation. We recognize revenue when we satisfy a performance obligation by transferring control of the service to a customer in
an amount that reflects the consideration that we expect to receive. Since the performance obligation under our collaboration agreements is generally satisfied
over time, we elected to use the input method under Topic 606 to measure the progress toward complete satisfaction of a performance obligation.
Under the input method, revenue will be recognized on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g.,
resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance
obligation. The Company believes that the cost-based input method is the best measure of progress to reflect how the Company transfers its performance
obligation to a customer. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs to
fulfill the performance obligation. These costs consist primarily of full-time equivalent effort and third-party contract costs. Revenue will be recognized based on
actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations.
A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance
obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to
estimated costs to complete the Company’s performance obligations will be recorded in the period in which changes are identified and amounts can be
reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in
future periods.
Revenue related to grants: The Company may receive grants from governments, agencies, and other private and not-for-profit organizations. These
grants and funding are intended to be used to partially or fully fund the Company’s research collaborations, including opportunities arising in connection with
COVID-19 that the Company is pursuing with certain collaborators. However, most, if not all, of such potential grant revenues, if received, is expected to be
earmarked for third parties to advance the research required, including preclinical and clinical trials for SARS-CoV-2 vaccines and/or antibodies candidates.
Revenue related to sublicensing agreements: If the sublicense to the Company’s intellectual property is determined to be distinct from the other
performance obligations identified in the arrangement, the Company recognizes revenue allocated to the license when technology is transferred to the customer
and the customer is able to use and benefit from the license.
Milestone payments: At the inception of each arrangement that includes development, commercialization, and regulatory milestone payments, the
Company evaluates whether the achievement of the milestones is considered probable and estimates the amount to be included in the transaction price. If the
milestone payment is in exchange for a sublicense and is based on the sublicensee’s subsequent sale of product, the Company recognizes milestone payment
by applying the accounting guidance for royalties. To date, the Company has not recognized any milestone payment revenue resulting from any of its
sublicensing arrangements.
Royalties: With respect to licenses deemed to be the predominant item to which the sales-based royalties relate, including milestone payments based on
the level of sales, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of
the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its
sublicensing arrangements.
We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are
recognized. When there is a timing difference between when we invoice customers and when revenues are recognized, we record either a contract asset
(unbilled accounts receivable) or a contract liability (deferred research and development obligations), as appropriate. If upfront fees or considerations related to
sublicensing agreement are received prior to the technology transfer, the Company will record the amount received as deferred revenue from licensing
agreement.
27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
We are not required to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and
(ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
The Company adopted a practical expedient to expense sales commissions when incurred because the amortization period would be one year or less.
Provision for Contract Losses
The Company assesses the profitability of our collaboration agreements to provide research services to our contracted business partners and identifies
those contracts where current operating results or forecasts indicate probable future losses. If the anticipated contract cost exceeds the anticipated contract
revenue, a provision for the entire estimated loss on the contract is recorded and then accreted into the statement of operations over the remaining term of the
contract. The provision for contract losses is based on judgment and estimates, including revenues and costs, where applicable, the consideration of our
business partners’ reimbursement, and when such loss is deemed probable to occur and is reasonable to estimate.
Accrued Research and Development Expenses
In order to properly record services that have been rendered but not yet billed to the Company, we review open contracts and purchase orders,
communicate with our personnel and we estimate the level of service performed and the associated cost incurred for the service when we have not yet been
invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly or quarterly in arrears for services performed or when
contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in our consolidated financial statements based on
facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if
necessary. Examples of accrued research and development expenses include amounts owed to contract research organizations, to service providers in
connection with commercialization and development activities.
Stock-Based Compensation
We have granted stock options and restricted stock to employees, directors and consultants. The fair value of each option award is estimated on the
date of grant using the Black-Scholes option-pricing model. The Black-Scholes model considers volatility in the price of our stock, the risk-free interest rate, the
estimated life of the option, the closing market price of our stock and the exercise price. For purposes of the calculation, we assumed that no dividends would be
paid during the life of the options and restricted stock and applied a discount to reflect the lack of marketability due to the holding period restriction of its shares
under Rule 144 prior to the Company’s April 2019 uplisting to NASDAQ. We also used the weighted-average vesting period and contractual term of the option as
the best estimate of the expected life of a new option except in the case of our CEO, 5 or 10 years and in the case of contractors, 2 or 3 years. The Company
performs a review of assumptions used in the Black-Scholes option-pricing model on an annual basis. During the Company’s annual review of its volatility
assumption in 2018 and 2019, the Company determined that it would be appropriate to use the Company’s historical volatility since 2016, as the DuPont
Transaction resulted in significant changes in the Company’s business and capital structure. The change in assumption was effective January 1, 2018 and only
impacts new options granted in 2018 and thereafter.
The estimates utilized in the Black-Scholes calculation involve inherent uncertainties and the application of management judgment. These estimates are
neither predictive nor indicative of the future performance of our stock. As a result, if other assumptions had been used, our recorded share-based compensation
expense could have been materially different from that reported. In addition, because some of the options and restricted stock issued to employees, consultants
and other third-parties vest upon the achievement of certain milestones, the total ultimate expense of share-based compensation is uncertain.
In connection with board member and employee terminations, the Company may modify certain terms to outstanding share-based awards. We have
recorded charges related to these modifications based on the estimated fair value of the share-based options immediately prior to and immediately after the
modification occurs, with any incremental value being charged to expense. We have used the Black-Scholes pricing model in this valuation process, and this
requires management to use various assumptions and estimates. Future modifications to share-based compensation transactions may result in significant
expenses being recorded in our consolidated financial statements.
Accounting for Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method,
income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is
provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion
or all the deferred tax assets will not be realized.
28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In determining taxable income for the Company’s consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions
in which we operate. This process requires the Company to make certain estimates of our actual current tax exposure and assessment of temporary differences
between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company
must consider all available positive and negative evidence including its past operating results, the existence of cumulative losses in the most recent years and its
forecast of future taxable income. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities
and any valuation allowance recorded against our net deferred tax assets.
The Company is required to evaluate the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in a company’s
financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the
company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured
pursuant to the interpretation are referred to as “unrecognized benefits.” A liability should be recognized (or amount of net operating loss carry forward or amount
of tax refundable is reduced) for unrecognized tax benefits, because it represents a company’s potential future obligation to the taxing authority for a tax position
that was not recognized as a result of applying the provision of ASC 740.
The Company classifies accrued interest and penalties related to its tax positions as a component of income tax expense. The Company currently is not
subject to U.S. federal, state and local tax examinations by tax authorities for the years before 2014. The United States Internal Revenue Service (the “IRS”)
completed its review of the Company’s 2016 tax filing on June 8, 2020, and no changes were required. See Note 4 to the Consolidated Financial Statements.
Non-Marketable Investments
The Company also holds investments in non-marketable equity securities of privately-held companies, which usually do not have a readily determinable
fair value. Our policy is to measure these investments at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for the identical or a similar investment of the same issuer. Such observable price changes may include instances where the investee issues equity
securities to new investors, thus creating a new indicator of fair value, as an example. On a quarterly basis, we perform a qualitative assessment considering
impairment indicators to evaluate whether these investments are impaired and also monitor for any observable price changes. If indicators of impairment exist, we
will prepare a quantitative assessment of the fair value of our equity investments, which may include using both the market and income approaches which
require judgment and the use of estimates, including discount rates, investee revenues and costs, and available comparable market data of private and public
companies, among others. Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for the company’s
securities. In addition, such investments are inherently risky in that such companies are typically at an early stage of development, may have no or limited
revenues, may not be or may never become profitable, may not be able to secure additional funding or their technologies, services or products may not be
successfully developed or introduced into the market.
The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual
future results may differ from those estimates.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements for information about recent accounting pronouncements .
29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Results of Operations
Year Ended December 31, 2020 Compared to the Year End December 31, 2019
Revenue, Cost of Revenue, and Provision for Contract Losses
The following table summarizes the Company’s revenue, cost of research and development revenue, and provision for contract losses for the years
ended December 31, 2020 and 2019:
Revenue
Cost of research and development revenue
Provision for contract losses
Year Ended December 31,
2019
2020
$
$
$
1,601,921 $
1,424,931 $
187,388 $
1,681,076
1,459,701
—
For the year ended December 31, 2020, revenue and cost of research and development revenue include fourteen on-going research collaborations
compared to ten collaborations for the year ended December 31, 2019. The slight decreases in revenue and cost of research and development revenue for the
year ended December 31, 2020, reflects a growing number of research collaborations to fourteen, compared to ten for the year ended December 31, 2019, with
smaller dollar amount for each project. Provision for contract losses for the year ended December 31, 2020, was due to one research collaboration.
Research and Development Expenses
Research and development costs are expensed as incurred and primarily include salary and benefits of research personnel, third-party contract research
organization services and supply costs.
Research and development expenses for the year ended December 31, 2020 increased to approximately $3,868,000 compared to $3,088,000 for the
year ended December 31, 2019. The increase primarily reflected additional costs of COVID-19 related projects and other internal research projects.
Research and development expenses - related party, for the year ended December 31, 2020, were none compared to approximately $869,000 for the
year ended December 31, 2019. The decrease was due to the completion of the research service agreement with BDI in June 2019.
General and Administrative Expenses
General and administrative expenses for the year ended December 31, 2020, increased 10.2% to approximately $6,085,000 compared to $5,520,000 for
the year ended December 31, 2019. The increase principally reflected increases in non-cash share-based compensation expenses of $397,000, insurance
premiums and other outside services of $216,000, legal and SEC registration expenses of $193,000, business development and investor relations costs of
$191,000, offset by reductions in executive compensation costs and accrued incentives of $216,000, trade show and travel expenses of $143,000 and
other decreases of $73,000.
Foreign Currency Exchange
Foreign currency exchange loss for the year ended December 31, 2020, was approximately $62,000 compared to $28,000 for the year ended
December 31, 2019. The increase reflected the currency fluctuation of the Euro in comparison to the U.S. dollar.
Interest Income
Interest income for the year ended December 31, 2020, decreased 54.6% to approximately $447,000 compared to $985,000 for the year ended
December 31, 2019. The decrease was primarily due to a decrease in interest rate and yield on the Company’s investment grade securities, which are classified
as held-to-maturity.
Investment in Alphazyme
For the year ended December 31, 2020, the Company recorded a gain from its investment in Alphazyme resulting from a third-party capital contribution.
As of December 31, 2020, the fair market value of the Company’s investment in Alphazyme was $284,709.
Income Taxes
The Company had net operating loss (“NOL”) carryforwards available in 2020 that will begin to expire in 2038. As of December 31, 2020, and 2019, the
Company had NOLs in the amount of approximately $27.3 million and $19.7 million, respectively.
The Company’s revenues generated in India are subject to Indian Tax Deducted at Source (“TDS”). As a result, the Company recorded a provision for
income taxes of approximately $31,000 and $10,000 for the years ended December 31, 2020 and 2019, respectively.
30
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Net Loss
Net loss for the year ended December 31, 2020 was approximately $9.3 million compared to a net loss of $8.3 million for the year ended December 31,
2019. The change was primarily due to increases in general and administrative expenses of approximately $0.6 million, provision for contract losses of
approximately $0.2 million, reduction in interest income of $0.5 million, offset by an unrealized gain from our investment in Alphazyme of approximately $0.3
million.
Liquidity and Capital Resources
Our primary source of cash has been the cash received from the DuPont Transaction in December 2015, interest income received from investment
grade securities, and funding from our research collaboration agreements. The Company’s liquidity was further improved with the receipt of approximately $1
million tax refund resulting from the elimination of the corporate Alternative Minimum Tax (AMT) under the TCJA.
Our ability to achieve profitability depends on a number of factors, including our scientific results and our ability to continue to obtain funded research and
development collaborations from industry and government programs, as well as sub-license agreements. We may continue to incur substantial operating losses
even if we begin to generate revenues from research and development and licensing. Our primary future cash needs are expected to be for general operating
activities, including our business development and research expenses, as well as additional costs as an SEC reporting and NASDAQ listed company.
We rely on our existing cash and cash equivalents, investments in debt securities, and operating cash flow to provide the working capital needs for our
operations. We believe that we have sufficient cash, cash equivalents and investments to fund our operations for at least the next twelve (12) months. However,
in the event our financing needs for the foreseeable future are not able to be met by our existing cash, cash equivalents and investments, we would seek to raise
funds through public or private equity offerings, and through other means to meet our funding requirements. Additionally, the Company may decide to fund all or
part of a Phase I clinical trial to demonstrate the safety in humans of a protein produced from the C1 expression platform. There is no assurance that external
funding will be available at acceptable terms, if at all, and the Company may, therefore, self-fund these vital projects.
On August 13, 2020, we entered into an Open Market Sale Agreement℠ with Jefferies, with respect to an at the market offering program under which
we may offer and sell, from time to time at our sole discretion, shares of our common stock at an aggregate offering price of up to $50.0 million through Jefferies
as our sales agent or principal. This program adds to our financial flexibility to pursue additional opportunities that leverage the broad application potential of C1.
However, as of the date of this filing, there have been no sales made under the Open Market Sale Agreement℠, and we have no immediate plans to sell any
securities under this program to fund our near-term business plan.
At December 31, 2020, cash and cash equivalents were approximately $20.6 million compared to $4.8 million at December 31, 2019. The carrying value
of investment grade securities, including accrued interest at December 31, 2020 was approximately $8.6 million compared to $31.2 million at December 31,
2019.
Net cash used in operating activities for the year ended December 31, 2020 of approximately $6.6 million resulted from a net loss of $9.3 million offset
by share-based compensation expense of $1.7 million, amortization of held-to-maturity securities of $0.3 million, unrealized gain from investment in Alphazyme
of $0.3 million and changes in other operating assets and liabilities of $1.0 million.
Net cash used in operating activities for the year ended December 31, 2019 of approximately $5.8 million resulted from a net loss of $8.3 million, offset
by share-based compensation expense of $1.2 million, amortization of held-to-maturity securities of $0.2 million, BDI research and development activities of $0.3
million and changes in other operating assets and liabilities of $0.8 million.
Net cash provided by investing activities for the year ended December 31, 2020 was approximately $22.1 million compared to $7.7 million for the year
ended December 31, 2019. Cash flows from investing activities in 2020 and 2019 was primarily related to proceeds from maturities, net of purchases of
investment grade debt securities.
Net cash provided in financing activities for the year ended December 31, 2020 was approximately $0.3 million compared to net cash used in financing
activities of $0.6 million for the year ended December 31, 2019. Cash flows provided in financing activities in 2020 and 2019 were primarily related to proceeds
received from the exercise of stock options.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this
item.
Item 8.
Financial Statements and Supplementary Data
All financial statements required pursuant to this item, including the report of our independent registered public accounting firm, are presented beginning
on page F-1.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Item 9A.
Controls and procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of December 31, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms. Based on the evaluation of our disclosure controls and procedures as of December 31,
2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) under
the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020
based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2020.
This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to
provide only management’s report in this Report because we are a “smaller reporting company.”
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-
15(d) of the Exchange Act that occurred during the year ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of
our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal
controls to minimize the impact on their design and operating effectiveness.
Inherent Limitation on Effectiveness of Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons,
by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B.
Other Information
None.
32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2021 annual meeting of
shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year.
Item 11.
Executive Compensation
The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2021 annual meeting of
shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2021 annual meeting of
shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2021 annual meeting of
shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year.
Item 14.
Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2021 annual meeting of
shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year.
33
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Item 15.
Financial Statement and Exhibits
(a) Financial Statement
PART IV
Our financial statements and related notes thereto are listed and included in this Annual Report on Form 10-K beginning on page F-1.
(b) Exhibits
Exhibit
No.
2.1*#
3.1#
3.2#
4.1#
4.2#
10.1**#
10.2**#
10.3**#
10.4**#
10.5**#
10.5.1**#
10.7**#
10.8**#
10.9**#
10.10#
10.11#
10.11.1
10.12†#
10.13†#
10.13.1†#
10.14†#
10.15†#
10.16†#
10.17†#
Description of Exhibit
Investment Shareholders Agreement with respect to Biotechnology Developments
for Industry, S.L, and VLP The Vaccines Company, S.L.U. dated June 30, 2017
Restated Certificate of Incorporation dated November 1, 2004
Second Amended and Restated Bylaws dated December 13, 2018
Specimen Stock Certificate Evidencing Shares of Common Stock
Description of Securities
Dyadic International, Inc. 2006 Stock Option Plan
Dyadic International, Inc. 2011 Equity Incentive Plan
Form of Restricted Stock Unit Agreement Pursuant to the Dyadic International,
Inc. 2011 Equity Incentive Plan
Form of Stock Option Agreement Pursuant to the Dyadic International, Inc. 2011
Equity Incentive Plan
Employment Agreement, dated June 16, 2016, and First Amendment dated
January 23, 2017, by and between Dyadic International, Inc. and Mark A.
Emalfarb
Second Amendment to Employment Agreement between Dyadic International,
Inc. and Mark A. Emalfarb, dated as of November 12, 2019
Consulting Agreement, dated January 1, 2016, by and between Dyadic
Netherlands B.V. and Sky Blue Biotech kft on behalf of Ronen Tchelet
Consulting Agreement, dated March 13, 2017, by and between Dyadic
International, Inc. and Novaro Ltd. on behalf of Matthew Jones
Compensation Letter, dated March 26, 2018, by and between Dyadic
International, Inc. and Ping W. Rawson
Form of Director and Officer Indemnification Agreement
Intracoastal Pointe Office Building Lease Agreement by and between Dyadic
International, Inc. and Quentin Partners Co. dated December 30, 2010 and
Renewal of Lease dated June 8, 2018
Intracoastal Pointe Office Building Lease Agreement by and between Dyadic
International, Inc. and Quentin Partners Co. dated December 30, 2010 and
Renewal of Lease dated August 13, 2020
Pharma License Agreement with Danisco US, Inc. dated December 31, 2015
Commission Contract with VTT Technical Research Centre of Finland Ltd dated
September 2, 2016
Commission Contract with VTT Technical Research Centre of Finland Ltd dated
June 28, 2019
Research Services Agreement with Biotechnology Developments for Industry in
Pharmaceuticals, S.L.U. dated June 30, 2017
Service Framework Agreement with Biotechnology Developments for Industry in
Pharmaceuticals, S.L.U. dated June 30, 2017
Feasibility Study Agreement with Sanofi-Aventis Deutschland GmbH dated
September 7, 2018
License Agreement with VTT Technical Research Centre of Finland Ltd dated
July 17, 2017
34
Filed
Herewith
Incorporated by Reference
Form Original No.
10-12G
2.1
Date Filed
January 14, 2019
10-12G
10-12G
10-12G
S-3
10-12G
10-12G
10-12G
3.1
3.2
4.1
10.1
10.2
10.3
January 14, 2019
January 14, 2019
January 14, 2019
August 13, 2020
January 14, 2019
January 14, 2019
January 14, 2019
10-12G
10.4
January 14, 2019
10-12G
10.5
January 14, 2019
8-K
10-12G
10.1
10.7
November 13,
2019
January 14, 2019
10-12G
10.8
January 14, 2019
10-12G
10.9
January 14, 2019
10-12G
10-K
10.10
10.11
January 14, 2019
March 30, 2020
X
10-12G
10-12G
10.12
10.13
January 14, 2019
January 14, 2019
8-K
10.1
July 5, 2019
10-12G
10.14
January 14, 2019
10-12G
10.15
January 14, 2019
10-12G
10.16
January 14, 2019
10-12G
10.17
January 14, 2019
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
10.18†#
10.19†#
10.19.1†#
10.20†#
10.20.1†#
10.21#
14
21.1#
31.1
31.2
32.1
32.2
Research and Commercialization Collaboration Agreement with Serum Institute of
India Pvt. Ltd., dated May 7, 2019
Non-Exclusive Sublicense Agreement among Dyadic International, Inc.,
Alphazyme, LLC, dated May 5, 2019
Amended and Restated Non-Exclusive Sublicense Agreement among Dyadic
International, Inc., Alphazyme, LLC, dated June 24, 2020
Sub-License Agreement among Dyadic International (USA), Inc., Luina Bio Pty
Ltd. and Novovet Pty Ltd, dated April 26, 2019
Shareholders Agreement among Dyadic International (USA), Inc., JCL Biologics
Pty Ltd and Novovet Pty Ltd, dated April 26, 2019
Open Market Sale Agreement by and between the Company and Jefferies LLC,
dated August 13, 2020
8-K
8-K
8-K
8-K
8-K
S-3
10.1
May 8, 2019
10.1
May 8, 2019
10.1
10.1
June 29, 2020
May 2, 2019
10.2
May 2, 2019
1.2
August 13, 2020
Code of Ethics (1)
Subsidiaries of the Registrant
Certification of Chief Executive Officer of Dyadic Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer of Dyadic Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer of Dyadic Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer of Dyadic Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
10-12G
21.1
January 14, 2019
(1)
x
x
x
x
Exhibit No.
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Description
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Labels Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Notes:
* This filing excludes schedules and similar attachments pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished
supplementary to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any document so furnished.
** Identifies each management contract or compensatory plan or arrangement.
† Portions of the exhibits have been omitted pursuant to a request for confidential treatment.
# Previously filed with the SEC.
(1) The Company elect to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on its website at www.dyadic.com.
Item 16.
Form 10-K Summary
Not applicable.
35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SIGNATURES
March 30, 2021
March 30, 2021
DYADIC INTERNATIONAL, INC.
By:
By:
/s/ Mark A. Emalfarb
Mark A. Emalfarb
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Ping W. Rawson
Ping W. Rawson
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
Signature
Title
/s/ Mark A. Emalfarb
Mark A. Emalfarb
/s/ Ping W. Rawson
Ping W. Rawson
/s/ Michael P. Tarnok
Michael P. Tarnok
/s/ Jack L. Kaye
Jack L. Kaye
/s/ Seth J. Herbst
Seth J. Herbst, MD
/s/Arindam Bose
Arindam Bose, Ph.D.
/s/Barry C. Buckland
Barry C. Buckland, Ph.D.
/s/ Patrick Lucy
Patrick Lucy
Chief Executive Officer, Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Chairman, Director
Director
Director
Director
Director
Director
36
Date
March 30, 2021
March 30, 2021
March 30, 2021
March 30, 2021
March 30, 2021
March 30, 2021
March 30, 2021
March 30, 2021
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Index to Consolidated Financial Statements
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the Years Ended December 31, 2020 and 2019
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements
F-1
Page
F-2
F-3
F-4
F-5
F-6
F-7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Dyadic International, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Dyadic International, Inc. and Subsidiaries (“Company”) as of December 31, 2020 and 2019,
and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2020,
and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. We determined that there are no critical audit matters.
We have served as the Company’s auditor since 2008.
Clearwater, Florida
March 30, 2021
F-2
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Assets
Current assets:
Cash and cash equivalents
Short-term investment securities
Interest receivable
Accounts receivable
Income tax receivable
Prepaid expenses and other current assets
Total current assets
Non-current assets:
Long-term investment securities
Long-term income tax receivable
Investment in Alphazyme
Other assets
Total assets
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
Accrued expenses
Deferred research and development obligations
Total current liabilities
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:
Authorized shares - 100,000,000; issued shares - 39,747,659 and 39,612,659, outstanding shares -
27,494,157 and 27,359,157 as of December 31, 2020 and 2019, respectively
Additional paid-in capital
Treasury stock, shares held at cost - 12,253,502
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2020
2019
20,637,045 $
8,457,452
112,247
294,199
—
280,555
29,781,498
—
—
284,709
6,225
30,072,432 $
4,823,544
29,399,146
329,711
558,530
250,308
277,999
35,639,238
1,511,636
250,308
—
51,314
37,452,496
1,013,099 $
489,756
123,016
1,625,871
943,378
566,003
78,644
1,588,025
—
—
39,748
98,013,079
(18,929,915)
(50,676,351)
28,446,561
30,072,432 $
39,613
96,105,851
(18,929,915)
(41,351,078)
35,864,471
37,452,496
$
$
$
$
The accompanying notes are an integral part of these audited consolidated financial statements
F-3
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
2019
2020
$
1,601,921 $
1,681,076
1,424,931
187,388
3,868,121
—
6,084,799
62,345
11,627,584
1,459,701
—
3,087,597
868,720
5,519,922
27,725
10,963,665
(10,025,663)
(9,282,589)
446,999
284,709
984,930
—
(9,293,955)
(8,297,659)
31,318
10,306
(9,325,273) $
(8,307,965)
(0.34) $
(0.31)
$
$
Revenues:
Research and development revenue
Costs and expenses:
Costs of research and development revenue
Provision for contract losses
Research and development
Research and development - related party
General and administrative
Foreign currency exchange loss (gain), net
Total costs and expenses
Loss from operations
Interest income
Unrealized gain from investment in Alphazyme
Loss before income taxes
Provision for (benefit from) income taxes
Net loss
Basic and diluted net loss per common share
Basic and diluted weighted-average common shares outstanding
27,471,587
27,003,695
The accompanying notes are an integral part of these audited consolidated financial statements
F-4
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock
Treasury Stock
Additional
Accumulated
Shares
Amount
Shares
Amount
paid-in
capital
deficit
Total
Balance at December 31, 2018
38,966,988 $
38,967 (12,253,502) $ (18,929,915) $ 94,385,230 $ (33,043,113) $ 42,451,169
Stock-based compensation
—
—
Exercise of stock options
645,671
646
Net loss
—
—
—
—
—
— 1,171,079
— 1,171,079
—
549,542
—
550,188
—
—
(8,307,965)
(8,307,965)
Balance at December 31, 2019
39,612,659 $
39,613 (12,253,502) $ (18,929,915) $ 96,105,851 $ (41,351,078) $ 35,864,471
Stock-based compensation
—
—
Exercise of stock options
135,000
135
Net loss
—
—
—
—
—
— 1,651,893
— 1,651,893
—
255,335
—
255,470
—
—
(9,325,273)
(9,325,273)
Balance at December 31, 2020
39,747,659 $
39,748 (12,253,502) $ (18,929,915) $ 98,013,079 $ (50,676,351) $ 28,446,561
The accompanying notes are an integral part of these audited consolidated financial statements
F-5
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense
Amortization of held-to-maturity securities, net
Unrealized gain from investment in Alphazyme
Foreign currency exchange loss (gain), net
Changes in operating assets and liabilities:
Interest receivable
Accounts receivable
Income tax receivable
Prepaid research and development
Prepaid expenses and other current assets
Accounts payable
Accrued expenses
Deferred research and development obligations
Net cash used in operating activities
Cash flows from investing activities
Purchases of held-to-maturity investment securities
Proceeds from maturities of investment securities
Net cash provided by investing activities
Cash flows from financing activities
Proceeds from exercise of options
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental cash flow information
Cash received from income tax refund
Years Ended December 31,
2020
2019
$
(9,325,273) $
(8,307,965)
1,651,893
331,277
(284,709)
62,345
217,464
363,365
500,616
—
(2,410)
(53,200)
(80,132)
44,372
(6,574,392)
1,171,079
198,208
—
27,725
(35,471)
(252,772)
506,866
253,446
(105,707)
657,658
166,399
(62,358)
(5,782,892)
(17,638,947)
39,761,000
22,122,053
(47,615,550)
55,323,000
7,707,450
255,470
255,470
10,370
15,813,501
4,823,544
20,637,045 $
550,188
550,188
(37,516)
2,437,230
2,386,314
4,823,544
500,616 $
506,866
$
$
The accompanying notes are an integral part of these audited consolidated financial statements
F-6
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Notes to Consolidated Financial Statements
Note 1: Organization and Summary of Significant Accounting Policies
Description of Business
Dyadic International, Inc. (“Dyadic”, “we”, “us”, “our”, or the “Company”) is a global biotechnology platform company based in Jupiter, Florida with
operations in the United States, a satellite office in the Netherlands and predominantly two research organizations performing services under contract to Dyadic
in Finland and Spain. Over the past two decades, the Company has developed a gene expression platform for producing commercial quantities of industrial
enzymes and other proteins, and has previously licensed this technology to third parties, such as Abengoa Bioenergy, BASF, Codexis and others, for use in
industrial (non-pharmaceutical) applications. This technology is based on the Thermothelomyces heterothallica (formerly Myceliophthora thermophila) fungus,
which the Company named C1. The C1 technology is a robust and versatile fungal expression system for the development and production of enzymes and other
proteins.
On December 31, 2015, the Company sold its industrial technology business to Danisco USA (“Danisco”), the industrial biosciences business of DuPont
(NYSE: DD) (the “DuPont Transaction”). As part of the DuPont Transaction, Dyadic retained co-exclusive rights to the C1 technology for use in all human and
animal pharmaceutical applications, and currently has the exclusive ability to enter into sub-license agreements (subject to the terms of the license and to certain
exceptions). Danisco retained certain rights to utilize the C1 technology in pharmaceutical applications, including the development and production of
pharmaceutical products, for which it will be required to make royalty payments to Dyadic upon commercialization. In certain circumstances, Dyadic may owe a
royalty to either Danisco or certain licensors of Danisco, depending upon whether Dyadic elects to utilize certain patents either owned by Danisco or licensed in
by Danisco.
After the DuPont Transaction, the Company has been focused on the biopharmaceutical industry, specifically in further improving and applying the
proprietary C1 technology into a safe and efficient gene expression platform to help speed up the development, lower production costs and improve the
performance of biologic vaccines and drugs at flexible commercial scales. We believe that the C1 technology could be beneficial in the development and
manufacturing of human and animal vaccines and drugs, such as virus-like particles (VLPs), protein antigens, monoclonal antibodies (mAbs), Bi-Specific
antibodies, Fab antibody fragments, Fc-Fusion proteins, as well as other therapeutic enzymes and proteins. The Company is involved in multiple funded
research collaborations with animal and human pharmaceutical companies designed to leverage its C1 technology to help develop products such as innovative
vaccines and drugs, biosimilars and/or biobetters. The Company is also working on several COVID-19 related vaccine and antibody opportunities.
Effective April 17, 2019, our common stock began trading on the NASDAQ Stock Market LLC’s NASDAQ Capital Market, under the symbol “DYAI”. Prior
to the Company’s uplisting to the NASDAQ, the Company’s common stock traded on the OTCQX market.
Impact of COVID-19
The outbreak of COVID-19 has led to adverse impacts on the U.S. and global economies and created uncertainty regarding the potential impact to the
Company’s employees, operations, and research projects.
To date, some of our employees are still working remotely. The extent to which the COVID-19 pandemic will directly or indirectly impact our business will
depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning the severe acute respiratory
syndrome coronavirus 2 (SARS-CoV-2) and SARS-CoV- 2 variants and the actions taken and the level of success to contain or treat the SARS-CoV- 2 virus and
its variants, the economic impact on local, regional, national and international business partners and markets, delays or disruptions in our on-going research
projects, and unavailability of the employees of the Company or third-party contract research organizations with whom we conduct business, due to illness or
quarantines, all of which are highly uncertain and cannot be predicted at this time. Management is actively monitoring this situation and the possible effects on its
financial condition, liquidity, operations, vendors, industry, and workforce. Even after the COVID-19 pandemic has subsided, the Company may continue to
experience adverse impacts to its business because of economic recession or depression that has occurred or may occur in the future. Given the daily evolution
of the COVID-19 outbreak and the ongoing response to curb its spread (including government travel and meeting restrictions) currently we are not able to
accurately estimate the effects of the COVID-19 outbreak to our results of operations, financial condition, or liquidity.
Liquidity and Capital Resources
We rely on our existing cash and cash equivalents, investments in debt securities, and operating cash flow to provide the working capital needs for our
operations. We believe that we have sufficient cash, cash equivalents and investments to fund our operations for at least the next twelve months. However, in the
event our financing needs for the foreseeable future are not able to be met by our existing cash, cash equivalents and investments, we would seek to raise funds
through public or private equity offerings, and through other means to meet our financing requirements. The Company may decide to fund all or part of a Phase I
clinical trial in order to demonstrate the safety of the C1 expression platform in humans. There is no assurance that funding would be available at acceptable
terms, if at all.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Dyadic
consolidates entities in which we have a controlling financial interest. We consolidate subsidiaries in which we hold and/or control, directly or indirectly, more than
50% of the voting rights. All significant intra-entity transactions and balances have been eliminated in consolidation. These consolidated financial statements
have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).
Since concluding the DuPont Transaction, the Company has conducted business in one operating segment, which is identified by the Company based
on how resources are allocated, and operating decisions are made. Management evaluates performance and allocates resources based on the Company as a
whole.
F- 7
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Use of Estimates
The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect
the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the
reported amounts of revenues and expenses during the applicable period. Actual results m a y differ from these estimates under different assumptions or
conditions. Such differences could be material to the consolidated financial statements.
Concentrations and Credit Risk
The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents,
investment securities, and accounts receivable. At times, the Company has cash, cash equivalents, and investment securities at financial institutions exceeding
the Federal Depository Insurance Company (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insured limit on domestic currency and the
Netherlands FDIC counterpart for foreign currency. The Company only deals with reputable financial institutions and has not experienced any losses in such
accounts.
For the years ended December 31, 2020 a n d 2019, the Company’s revenue was generated from fourteen and ten customers, respectively. At
December 31, 2020 and 2019, the Company’s accounts receivable was from nine and five customers, respectively. The loss of business from one or a
combination of the Company’s customers could adversely affect its operations.
The Company conducts operations in the Netherlands through its foreign subsidiary and generates a portion of its revenues from customers that are
located outside of the United States. As of and for the year ended December 31, 2020, the Company had seven customers outside of the United Sates (i.e.
European and Asian customers) that accounted for approximately 49.7% or $ 796,000 of total revenue and approximately 41.6% or $ 123,000 of accounts
receivable. As of and for the year ended December 31, 2019, the Company only had four customers outside of the United Sates (i.e. European and Asian
customers) that accounted for approximately 71.5% or $ 1,202,000 of total revenue and approximately 69.5% or $ 388,000 of accounts receivable.
The Company uses several contract research organizations (“CROs”) to conduct its research projects. For the years ended December 31, 2020 and
2019, one CRO accounted for approximately 91.6% and 86.6% of total research services we purchased, respectively. At December 31, 2020, approximately
$690,000 or 68.1% of accounts payable was related to this CRO. At December 31, 2019, approximately $ 706,000 or 74.9% of accounts payable was related to
this CRO. The loss of business from this CRO or a combination of the Company’s CROs could adversely affect its operations.
Cash and Cash Equivalents
We treat highly liquid investments with original maturities of three months or less when purchased as cash equivalents, including money market funds,
which are unrestricted for withdrawal or use.
Investment Securities
The Company invests excess cash balances in short-term and long-term investment grade securities. Short-term investment securities mature within
twelve (12) months or less, and long-term investment securities mature over twelve (12) months from the applicable reporting date. Management determines the
appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. The Company’s investments
in debt securities have been classified and accounted for as held-to-maturity. Held-to-maturity securities are those securities that the Company has the ability
and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts.
Premiums and discounts are amortized over the life of the related held-to-maturity security. When a debt security is purchased at a premium, both the face value
of the debt and premium amount are reflected as investing outflow. Other-than-temporary impairment charges, if incurred, will be included in other income
(expense).
The Company’s investments in money market funds have been classified and accounted for as available-for-sale securities and presented as cash
equivalents on the consolidated balance sheet. As of December 31, 2020 and 2019, all of our money market funds were invested in U.S. Government money
market funds. The Company did not have any investment securities classified as trading as of December 31, 2020 and 2019.
Accounts Receivable
Accounts receivable consist of billed receivables currently due from customers and unbilled receivables. Unbilled receivables represent the excess of
contract revenue (or amounts reimbursable under contracts) over billings to date. Such amounts become billable in accordance with the contract terms, which
usually consider the passage of time, achievement of certain milestones or completion of the project.
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the
amount of probable credit losses in the Company’s existing accounts receivable. Substantially all of our accounts receivable were current and include unbilled
amounts that will be billed and collected over the next twelve (12) months. There was no allowance for doubtful accounts as of December 31, 2020 and 2019.
F- 8
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Accounts receivable consist of the following:
Billed receivable
Unbilled receivable
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
Prepaid insurance
Prepaid expenses - various
Prepaid taxes
Equity Method Investment
December 31,
2020
2019
130,532 $
163,667
294,199 $
432,546
125,984
558,530
December 31,
2020
2019
204,988 $
72,403
3,164
280,555 $
173,890
101,221
2,888
277,999
$
$
$
$
The Company follows Accounting Standards Codification (“ASC”) Subtopic 323-10, Investments - Equity Methods and Joint Ventures, which requires the
accounting for investments where the Company can exercise significant influence, but not control of a joint venture or equity investment. See Note 3 for the
Company’s investments recorded under the equity method of accounting.
Equity method investments are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of the
investment may not be recoverable. If the decline in value is considered to be other than temporary, the investment is written down to its estimated fair value,
which establishes a new cost basis in the investment.
Accounts Payable
Accounts payable consist of the following:
Research and development expenses
Legal expenses
Other
Accrued Expenses
Accrued expenses consist of the following:
Employee wages and benefits
Research and development expenses
Other
Revenue Recognition
December 31,
2020
2019
904,572 $
24,496
84,031
1,013,099 $
766,001
26,994
150,383
943,378
December 31,
2020
2019
447,881 $
28,508
13,367
489,756 $
474,388
69,795
21,820
566,003
$
$
$
$
The Company has no pharmaceutical products approved for sale at this point, and all of our revenue to date has been research revenue from third-party
collaborations and government grants. The Company is expected to generate future revenue from license agreements and collaborative arrangements, which
may include upfront payments for licenses or options to obtain a license, payment for research and development services and milestone payments, in the form of
cash or non-cash considerations (e.g., minority equity interest).
F- 9
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Revenue related to research collaborations and agreements: The Company typically performs research and development services as specified in each
respective agreement on a best efforts basis, and recognizes revenue from research funding under collaboration agreements in accordance with the 5-step
process outlined in ASC Topic 606 (“Topic 606”): (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii)
determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the
entity satisfies a performance obligation. We recognize revenue when we satisfy a performance obligation by transferring control of the service to a customer in
an amount that reflects the consideration that we expect to receive. Since the performance obligation under our collaboration agreements is generally satisfied
over time, we elected to use the input method under Topic 606 to measure the progress toward complete satisfaction of a performance obligation.
Under the input method, revenue will be recognized based on the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources
consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. The
Company believes that the cost-based input method is the best measure of progress to reflect how the Company transfers its performance obligation to a
customer. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs to fulfill the
performance obligation. These costs consist primarily of full-time equivalent effort and third-party contract costs. Revenue will be recognized based on actual
costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations.
A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance
obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to
estimated costs to complete the Company’s performance obligations will be recorded in the period in which changes are identified and amounts can be
reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in
future periods.
Revenue related to grants: The Company may receive grants from governments, agencies, and other private and not-for-profit organizations. These
grants and fundings are intended to be used to partially or fully fund the Company’s research collaborations, including opportunities arising in connection with
COVID-19 that the Company is pursuing with certain collaborators. However, most, if not all, of such potential grant revenues, if received, is expected to be
earmarked for third parties to advance the research required, including preclinical and clinical trials for SARS-CoV- 2 vaccines and/or antibodies candidates.
Revenue related to sublicensing agreements: If the sublicense to the Company’s intellectual property is determined to be distinct from the other
performance obligations identified in the arrangement, the Company recognizes revenue allocated to the license when technology is transferred to the customer
and the customer is able to use and benefit from the license.
Milestone payments: At the inception of each arrangement that includes development, commercialization, and regulatory milestone payments, the
Company evaluates whether the achievement of the milestones is considered probable and estimates the amount to be included in the transaction price. If the
milestone payment is in exchange for a sublicense and is based on the sublicensee’s subsequent sale of product, the Company recognizes milestone payment
by applying the accounting guidance for royalties. To date, the Company has not recognized any milestone payment revenue resulting from any of its
sublicensing arrangements.
Royalties: With respect to licenses deemed to be the predominant item to which the sales-based royalties relate, including milestone payments based on
the level of sales, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of
the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its
sublicensing arrangements.
We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are
recognized. When there is a timing difference between when we invoice customers and when revenues are recognized, we record either a contract asset
(unbilled accounts receivable) or a contract liability (deferred research and development obligations), as appropriate. If upfront fees or considerations related to
sublicensing agreement are received prior to the technology transfer, the Company will record the amount received as deferred revenue from licensing
agreement.
We are not required to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and
(ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The Company adopted a practical expedient to expense sales commissions when incurred because the amortization period would be one year or less.
Research and Development Costs
Research and development (“R&D”) costs are expensed as incurred. R&D costs are related to the Company’s internally funded pharmaceutical
programs and other governmental and commercial projects.
Research and development costs consist of personnel-related costs, facilities, research-related overhead, services from independent contract research
organizations, and other external costs. Research and development costs, including related party, during the years ended December 31, 2020 and 2019 were as
follows:
Outside contracted services
Contracted services - related party
Personnel related costs
Facilities, overhead and other
Provision for Contract Losses
Years Ended December 31,
2019
2020
$
$
3,302,034 $
—
531,405
34,682
3,868,121 $
2,578,507
868,720
423,898
85,192
3,956,317
The Company assesses the profitability of our collaboration agreements to provide research services to our contracted business partners and identifies
those contracts where current operating results or forecasts indicate probable future losses. If an anticipated contract cost exceeds anticipated contract revenue,
a provision for the entire estimated loss on the contract is recorded and then accreted into the statement of operations over the remaining term of the contract.
The provision for contract losses is based on judgment and estimates, including revenues and costs, where applicable, the consideration of our business
partners’ reimbursement, and when such loss is deemed probable to occur and is reasonable to estimate.
Foreign Currency Transaction Gain or Loss
The Company and its foreign subsidiary use the U.S. dollar as its functional currency, and initially measure the foreign currency denominated assets and
liabilities at the transaction date. Monetary assets and liabilities are then re-measured at exchange rates in effect at the end of each period, and property and
non-monetary assets and liabilities are converted at historical rates.
Fair Value Measurements
The Company applies fair value accounting for certain financial instruments that are recognized or disclosed at fair value in the financial statements. The
Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into
three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
•
•
•
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or
liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the
assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in
pricing the asset or liability.
The Company’s financial instruments included cash and cash equivalents, investment in debt securities, accounts receivable, accounts payable and
accrued expenses, accrued payroll and related liabilities, deferred research and development obligations and deposits. The carrying amount of these financial
instruments, except for investment in debt securities, approximates fair value due to the short-term maturities of these instruments. The Company’s short-term
and long-term investments in debt securities are recorded at amortized cost, and their estimated fair value amounts are provided by the third-party broker service
for disclosure purposes.
Non-Marketable Investments
The Company also holds investments in non-marketable equity securities of privately-held companies, which usually do not have a readily determinable
fair value. Our policy is to measure these investments at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for the identical or a similar investment of the same issuer such observable price changes may include instances where the investee issues equity
securities to new investors, thus creating a new indicator of fair value, as an example. On a quarterly basis, we perform a qualitative assessment considering
impairment indicators to evaluate whether these investments are impaired and also monitor for any observable price changes. If indicators of impairment exist, we
will prepare a quantitative assessment of the fair value of our equity investments, which may include using both the market and income approaches which
require judgment and the use of estimates, including discount rates, investee revenues and costs, and available comparable market data of private and public
companies, among others. Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for the company’s
securities. In addition, such investments are inherently risky in that such companies are typically at an early stage of development, may have no or limited
revenues, may not be or may never become profitable, may not be able to secure additional funding or their technologies, services or products may not be
successfully developed or introduced into the market.
For the year ended December 31, 2020, the Company recorded a gain on its investment in Alphazyme resulting from a third-party capital contribution.
As of December 31, 2020, the fair market value of the Company’s investment in Alphazyme was $284,709.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method,
income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is
provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion
or all the deferred tax assets will not be realized.
In determining taxable income for the Company’s consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions
in which we operate. This process requires the Company to make certain estimates of our actual current tax exposure and assessment of temporary differences
between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company
must consider all available positive and negative evidence including its past operating results, the existence of cumulative losses in the most recent years and its
forecast of future taxable income. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities
and any valuation allowance recorded against our net deferred tax assets.
The Company is required to evaluate the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in a company’s
financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the
company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured
pursuant to the interpretation are referred to as “unrecognized benefits.” A liability should be recognized (or amount of net operating loss carry forward or amount
of tax refundable is reduced) for unrecognized tax benefits, because it represents a company’s potential future obligation to the taxing authority for a tax position
that was not recognized as a result of applying the provision of ASC 740.
Comprehensive Income (Loss)
Comprehensive income (loss) includes net income (loss) and other revenue, expenses, gains and losses that are recorded as an element of
shareholders’ equity but are excluded from net income (loss) under U.S. GAAP. The Company does not have any significant transactions that are required to be
reported in other comprehensive income (loss), and therefore, does not separately present a statement of comprehensive income (loss) in its consolidated
financial statements.
Stock-Based Compensation
We recognize all share-based payments to employees, consultants, and our Board of Directors (the “Board”), as non-cash compensation expense, in
research and development expenses or general and administrative expenses in the consolidated statement of operations based on the grant date fair values of
such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is
ultimately expected to vest during the period. Forfeitures are recorded as they occur.
For performance-based awards, the Company recognizes related stock-based compensation expense based upon its determination of the potential
likelihood of achievement of the specified performance conditions at each reporting date.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares
outstanding during the reporting period. Diluted net loss per share adjusts the weighted average number of common shares outstanding for the potential dilution
that could occur if common stock equivalents, such as stock options, warrants, restricted stock and convertible debt, were exercised and converted into common
stock, calculated by applying the treasury stock method.
F- 12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
For the years ended December 31, 2020 and 2019, the effect of the potential exercise of options to purchase 4,638,390 and 3,860,390 shares of
common stock, respectively, were excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive.
Recently Adopted Accounting Pronouncements
I n August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) which modifies the disclosure requirements on fair value
measurements. The new disclosure requirements for changes in unrealized gains and losses in other comprehensive income for recurring level 3
measurements, the range and weighted average of significant unobservable inputs and the amended requirements for the narrative description of measurement
uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other
amendments should be applied retrospectively. The ASU became effective for the Company beginning in the first quarter of 2020. The adoption of this standard
did not have a material impact on the Company’s consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which modifies the measurement of expected credit losses of certain financial
instruments. ASU 2016-13 will be effective for the Company beginning in the first quarter of 2023. The Company does not expect ASU 2016-13 to have a
material impact on our consolidated financial positions, results of operations, and cash flows.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendments of
this update simplify the accounting for income taxes by removing certain exceptions related to the approach for intraperiod tax allocation, the methodology for
calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 will be effective for the
Company beginning in the first quarter of 2021. The Company is currently assessing the impact the adoption of this standard will have on its consolidated
financial statements and related disclosures.
Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not
significant to our consolidated financial statements.
F- 13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Note 2: Cash, Cash Equivalent, and Investments
The Company’s investments in debt securities are classified as held-to-maturity and are recorded at amortized cost, and its investments in money
market funds are classified as cash equivalents. The following table shows the Company’s cash, available-for-sale securities, and short-term and long-term
investment securities by major security type as of December 31, 2020 and 2019:
Cash and Cash Equivalents
Cash
Money Market Funds
Subtotal
Short-Term Investment Securities (2)
Corporate Bonds (4)
Total
Cash and Cash Equivalents
Cash
Money Market Funds
Subtotal
Short-Term Investment Securities (2)
Corporate Bonds (4)
Long-Term Investment Securities (3)
Corporate Bonds (4)
Total
December 31, 2020
Gross
Gross
Unrealized
Unrealized
Fair Value
Holding Gains
Holding
Losses
Adjusted Cost
$
149,015 $
20,488,030
20,637,045
— $
—
—
— $
— $
—
149,015
20,488,030
20,637,045
8,473,461
29,110,506 $
$
22,473
22,473 $
(6,463) $
(6,463) $
8,457,451
29,094,496
December 31, 2019
Gross
Gross
Unrealized
Unrealized
Fair Value
Holding Gains
Holding
Losses
Adjusted Cost
$
1,010,510 $
3,813,034
4,823,544
— $
—
—
— $
—
—
1,010,510
3,813,034
4,823,544
29,387,053
5,898
(17,991) $
29,399,146
1,528,190
35,738,787 $
$
16,554
22,452 $
—
(17,991) $
1,511,636
35,734,326
Level
(1)
1
2
Level
(1)
1
2
2
Notes:
(1) Definition of the three-level fair value hierarchy:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2 - Other inputs that are directly or indirectly observable in the markets
• Level 3 - Inputs that are generally unobservable
(2) Short-term investment securities will mature within 12 months or less, from the applicable reporting date.
(3) Long-term investment securities will mature longer than 12 months from the applicable reporting date.
(4) The premium paid to purchase held-to-maturity investment securities was $ 282,946 and $ 233,550 for the years ended December 31, 2020 and 2019,
respectively.
The Company considers declines in market value of its investment portfolio to be temporary in nature. The Company’s investment policy requires
investment securities to be investment grade and held to maturity with the primary objective to maintain a high degree of liquidity while maximizing yield. When
evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been
below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and whether it is more likely than not the
Company will be required to sell the investment before recovery of the investment’s cost basis. As of December 31, 2020, the Company does not consider any
of its investments to be other-than-temporarily impaired.
F- 14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Note 3: Research and Collaboration Agreements, Sublicense Agreements, and Investments in Privately-Held Companies
BDI
On June 30, 2017, the Company entered into a strategic Research Services Agreement (the “RSA”) with Biotechnology Developments for Industry in
Pharmaceuticals, S.L.U. (“BDI Pharma”), and a Service Framework Agreement (the “SFA”, and together with the RSA, the “R&D Agreements”), with VLP The
Vaccines Company, S.L.U. (“VLPbio”), both of which are subsidiaries of Biotechnology Developments for Industry, S.L., a Spanish biotechnology company (“BDI
Holdings” and together with BDI Pharma and VLPbio, “BDI”).
The R&D Agreements provide a framework under which the parties will engage in a research and development collaboration encompassing several
different projects over approximately a two-year period, with a focus on advancing Dyadic’s proprietary C1 technology in the development of next generation
biological vaccines and drugs. Dyadic expects to leverage the BDI team’s previous C1 gene expression and industrial fermentation scale-up and
commercialization experience with yeast and filamentous fungi processes to further advance Dyadic’s proprietary C1 technology with the potential to
commercialize certain biopharmaceutical product(s). All of the data and any products developed from the funded research projects will be owned by Dyadic.
Upon closing of the BDI transaction, the Company paid EUR €1 million (the “RSA Initial Payment”) in cash to engage BDI to develop designated C1
based product candidates and further improve the C1 manufacturing process, in consideration of which Dyadic also received a 16.1% equity interest in BDI
Holdings and a 3.3% equity interest in VLPbio. BDI is obligated to spend a minimum amount of EUR €936,000 over two years in the conduct of the research and
development project under the RSA. If the research and development activities produce a product that is selected for additional development and
commercialization, then Dyadic expects to share with BDI a range of between 50% and 75% of the net income from such selected product, depending upon the
amount of BDI’s aggregate spend in the development of the selected product, with a minimum aggregate spend by BDI of EUR €1 million for a 50% share and
EUR €8 million for a 75% share. If BDI does not enter into an agreement with Dyadic for such additional development and commercialization of the selected
product, then Dyadic will pay to BDI EUR €1.5 million of the net income from Dyadic’s commercialization, if any, of the selected product. In addition, under the
SFA, Dyadic agreed to purchase from BDI at least USD $1 million (the “SFA Commitment”) in contract research services specified by Dyadic over two years
since the closing of the BDI transaction.
The Company has concluded that BDI is not a Variable Interest Entity (“VIE”), because BDI has sufficient equity to finance its activities without additional
subordinated financial support and its at-risk equity holders have the characteristics of a controlling financial interest. Additionally, Dyadic is not the primary
beneficiary of BDI as Dyadic does not have the power to control or direct the activities of BDI or its operations. As a result, the Company does not consolidate its
investments in BDI, and the financial results of BDI are not included in the Company’s consolidated financial results.
The Company performed a valuation analysis of the components of the transaction and allocated the consideration based on the relative fair value of
each component. As the fair value of BDI equity interest was considered immaterial, the RSA Initial Payment of approximately USD $1.1 million (EUR €1 million)
was accounted for as a prepaid research and development collaboration payment on our consolidated balance sheet, and both the collaboration payment under
the RSA and the SFA Commitment of USD $1 million paid by Dyadic were expensed as the related research services were performed by BDI. In June 2019, BDI
has completed its services under the RSA and the entire amount of the RSA Initial Payment was expensed. As of December 31, 2019, Dyadic had fulfilled its
SFA commitment and completed all research projects under the SFA. For the years ended December 31, 2020 and 2019, research and development expenses
related to BDI recorded as research and development - related party in our consolidated statements of operations were none and approximately $ 0.9 million,
respectively. However, the Company may in the future continue to provide funding to BDI for certain research and commercialization projects.
Novovet and Luina Bio
On April 26, 2019, the Company entered into a sub-license agreement (the “Luina Bio Sub-License Agreement”) with Luina Bio Pty Ltd. (“Luina Bio”) and
Novovet Pty Ltd (“Novovet”). Under the terms of the Luina Bio Sub-License Agreement, the Company granted to Novovet, subject to the terms of the license
agreement entered into between the Company and Danisco US, Inc. on December 31, 2015, a worldwide sub-license to certain patent rights and know-how
related to Dyadic’s proprietary C1 gene expression platform for the exclusive and sole purpose of commercializing certain targeted antigen and biological
products for the prevention and treatment of various ailments for companion animals.
F- 15
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In consideration of the license granted pursuant to the Luina Bio Sub-License Agreement, Dyadic received a 20% equity interest in Novovet (“Novovet
Up-Front Consideration”) in accordance with the terms of Novovet’s Shareholder Agreement (“Shareholders Agreement”) and will receive a percentage of
royalties on future net sales and non-sales revenue, if any, which incorporates Dyadic’s proprietary C1 gene expression platform.
The Company evaluated the nature of its equity interest investment in Novovet and determined that Novovet is a VIE, because Novovet does not have
sufficient equity to finance its activities without additional financial support from third party investors or lenders. However, the Company is not the primary
beneficiary of Novovet as Dyadic does not have the power to control or direct the activities of Novovet that most significantly impact the VIE. As a result, the
Company will not consolidate its investment in Novovet, but account for under the equity method investment, given that it has the ability to exercise significant
influence, but not control, over Novovet.
To date Novovet has not raised the capital required to move this opportunity forward, and therefore, the Company has not transferred its C1 technology
to Novovet. Therefore, the Novovet Up-Front Consideration received under the Luina Bio Sub-License Agreement, in the form of a 20% equity interest in
Novovet, does not yet meet the revenue recognition criteria under ASC 606. The Company will account for its investment in Novovet and the related income
under the equity method of accounting, once the transfer of its C1 technology is completed and Novovet receives adequate financing required to commence its
research and development activities. The Company intends to terminate the Luina Bio Sub-License Agreement in 2021 should Novovet be unable to raise the
required funding.
Alphazyme
On May 5, 2019, the Company entered into a sub-license agreement (the “Alphazyme Sub-License Agreement”) with Alphazyme, LLC (“Alphazyme”).
Under the terms of the Alphazyme Sub-License Agreement, the Company has granted to Alphazyme, subject to the terms of the license agreement entered into
between the Company and Danisco US, Inc. on December 31, 2015, a sub-license to certain patent rights and know-how related to Dyadic’s proprietary C1 gene
expression platform for the purpose of commercializing certain pharmaceutical products that are used as reagents to catalyze a chemical reaction to detect,
measure, or be used as a process intermediate to produce a nucleic acid as a therapeutic or diagnostic agent.
O n June 24, 2020, the Company entered into an Amended and Restated Non-Exclusive Sub-License Agreement (the “Amended Sub-License
Agreement”) with Alphazyme to amend and restate the Alphazyme Sub-License Agreement. Pursuant to the Amended Sub-License Agreement and in
consideration of Dyadic’s transfer of its C1 technology, Alphazyme issued 2.50% of the Class A shares of Alphazyme to Dyadic, and Dyadic became a party to
the Alphazyme Limited Liability Company Agreement pursuant to which the Company will agree to certain customary rights, covenants and obligations. In
addition, and subject to achieving certain milestones, Alphazyme is obligated to pay a potential milestone payment and royalties on net sales, if any, which
incorporate Dyadic’s proprietary C1 gene expression platform.
On December 1, 2020, an Amended and Restated Limited Liability Company Agreement with Alphazyme (the “Amended Alphazyme LLC Agreement”)
was entered into. Under the Amended Alphazyme LLC Agreement, Alphazyme obtained additional capital contribution and Dyadic’s ownership was diluted to
1.99%.
The Company evaluated the nature of its equity interest investment in Alphazyme and determined that Alphazyme is a VIE due to the capital structure of
the entity. However, the Company is not the primary beneficiary of Alphazyme as Dyadic does not have the power to control or direct the activities of Alphazyme
that most significantly impact the VIE. As a result, the Company does not consolidate its investment in Alphazyme. The Company reports its investment in
Alphazyme under the cost method of accounting, given that it does not have the ability to exercise significant influence or control over Alphazyme.
For the year ended December 31, 2020, the Company recorded a gain from its investment in Alphazyme as a result of additional capital contribution
made into Alphazyme. As of December 31, 2020, the fair market value of the Company’s investment in Alphazyme was $284,709.
F- 16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
IDBiologics, Inc.
On July 8, 2020, the Company entered into a Common Stock Purchase Agreement (the “IDBiologics Agreement”) with IDBiologics, Inc (“IDBiologics”).
IDBiologics is a private biotechnology company focused on the development of human monoclonal antibodies for the treatment and prevention of serious
infectious diseases. The Company was founded in 2017 and seeded by Vanderbilt University Medical Center in response to the repeated threats of epidemics
around the world including Ebola in West Africa and Zika in the Americas. IDBiologics is developing a portfolio of monoclonal antibodies against SARS-CoV-2,
influenza and Zika viruses.
Under the term of the IDBiologics Agreement, Dyadic agreed to receive 129,611 shares of IDBiologics’ common stock, which represent 0.37% of
IDBiologics’ outstanding equity, in exchange for the services to be provided by Dyadic. Such services include the use of Dyadic’s C1 technology to express a
SARS-CoV-2 monoclonal antibody which IDBiologics licensed from the Vanderbilt Vaccine Center. The shares of common stock of IDBiologics vested 50% upon
the signing of the IDBiologics Agreement, 25% upon the completion of Step 3 of the feasibility study, and 25% at the end of the project.
The Company evaluated the nature of its equity interest in IDBiologics and determined that IDBiologics is a VIE due to the capital structure of the entity.
However, the Company is not the primary beneficiary of IDBiologics as Dyadic does not have the power to control or direct the activities of IDBiologics that most
significantly impact the VIE. As a result, the Company does not consolidate its investment in IDBiologics. Upon receipt its shares, Dyadic will account for the
equity interest in IDBiologics under the cost method. No revenue from the IDBiologics Agreement was recorded during the year ended December 31,
2020 because the amount of consideration received was immaterial.
Serum Institute of India
On May 7, 2019, the Company entered into a research and commercialization collaboration with Serum Institute of India Pvt., Ltd (“Serum”). Under the
terms of this collaboration, Serum anticipates applying Dyadic’s C1 technology to express up to twelve (12) antibodies and vaccines and will undertake
commercially best efforts to fully develop and commercialize the proteins expressed from Dyadic’s C1 technology. Dyadic has agreed to grant Serum the option
to obtain an exclusive commercial sub-license for each of the twelve (12) proteins in return for certain research funding, milestone payments and royalties for 15
years from the date of the first commercial sale.
For the years ended December 31, 2020 a n d 2019, the Company recognized research and development revenue from Serum in the amount of
approximately $244,000 and $ 118,000, respectively,
Note 4: Income Taxes
The Tax Cuts and Jobs Act (“TCJA”) was enacted on December 22, 2017 and became effective January 1, 2018. The TCJA contains several key
provisions, including a reduction in the U.S. federal corporate income tax rate from 35% to 21% and repeal of the corporate alternative minimum tax (“AMT”).
The TCJA’s reduction in the U.S. statutory tax rate had no additional impact on the consolidated financial statement for the year ended December 31, 2019.
The TCJA repealed the corporate AMT but permitted unused AMT credit carryforwards to be used to reduce the regular tax obligation in future years.
Any AMT credit carryforwards that do not reduce regular taxes are eligible for a 50% refund in 2018 through 2020, and a 100% refund in 2021. Subsequently,
the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which was signed into law in March 2020, accelerated the full refund of any unused AMT
credits from 2021 (as provided for in the TCJA) to 2018 or 2019, at the taxpayer’s election.
Accordingly, we reclassified the balance of the AMT credit from the deferred tax asset to an income tax receivable in 2018. The corresponding balance
in the valuation allowance has been reversed into income tax benefit in the amount of $1,001,233. In 2019, we have received 50% or approximately $ 0.5 million
AMT refund for tax year 2018. In 2020, we received the remaining 50% or approximately $ 0.5 million AMT refund for the tax year 2019.
For the year ended December 31, 2020, there was no provision for income taxes or unrecognized tax benefits recorded.
The significant components of loss before income taxes are as follows:
U.S. operations
Foreign operations
Total loss before provision for income taxes
Years Ended December 31,
2019
2020
$
$
(9,246,122) $
(47,833)
(9,293,955) $
(8,274,712)
(22,947)
(8,297,659)
The Company has no current or deferred income tax for the years ended December 31, 2020 and 2019.
The income tax provision differs from the expense amount that would result from applying the federal statutory rates to income before income taxes due
to permanent differences, state income taxes and a change in the deferred tax valuation allowance.
F- 17
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The reconciliation between the statutory tax rate and the Company’s actual effective tax rate is as follows:
Tax at U.S. statutory rate
State taxes, net of federal benefit
Non-deductible items
Change in valuation allowance
True-up adjustment
Foreign operations
Change in tax rates
Other
Effective income tax rate
The significant components of the Company’s net deferred income tax assets are as follows:
Stock option expense
NOL carryforward
Research and development credits
Unrealized gain from investment in Alphazyme
Other
Deferred tax asset, net of deferred tax liabilities
Valuation allowance
Net deferred tax asset
Years Ended December 31,
2019
2020
(21.00)%
(3.60)
(0.45)
24.19
1.33
(0.13)
—
(0.34)
—%
(21.00)%
(4.61)
(6.49)
30.99
0.18
(0.07)
1.00
—
—%
December 31,
2020
2019
$
$
689,600 $
7,080,600
1,656,500
(69,800)
7,900
9,364,800
(9,364,800)
— $
275,000
5,214,200
1,656,500
—
4,400
7,150,100
(7,150,100)
—
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely
than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on management’s evaluation, the net deferred tax
asset, was offset by a full valuation allowance as of December 31, 2020 and 2019.
The Company had net operating loss (“NOL”) carryforwards available in 2020 that will begin to expire in 2038. As of December 31, 2020, and 2019, the
Company had NOLs in the amount of approximately $27.3 million and $19.7 million, respectively.
As of December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant
changes in its unrecognized tax benefits in the next year.
On June 20, 2019, the Company received a letter from the United States Internal Revenue Service (the “IRS”) informing the Company that its 2016
federal tax return was selected for examination. On June 16, 2020, the Company received the final closing letter from the IRS, informing the Company that its
review of our tax filing for 2016 was complete, and no changes were required.
Indian Tax
Income generated in India is subject to Tax Deducted at Source (“TDS”), which is a means of collecting income tax at the source when income is
generated rather than at a later date by the Indian government. The TDS amount paid can be used as foreign tax credit for US tax purposes. However, we do not
expect to use the credit due to our loss from operation. As a result, the Company recorded a provision for income taxes of approximately $31,000 and
$10,000 as a result of TDS for the years ended December 31, 2020 and 2019, respectively.
F- 18
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Note 5: Commitments and Contingencies
Leases
Jupiter, Florida Headquarters
The Company’s corporate headquarters are located in Jupiter, Florida. On June 30, 2020, the Company’s office lease expired and was extended on a
monthly basis. On August 13, 2020, the Company entered into a new lease with the same lessor pursuant to which the leased office space was reduced from
approximately 4,900 square feet to 2,000 square feet and the combined monthly rental rate and common area maintenance charges were reduced from
approximately $9,700 to $4,200. The new lease became effective September 1, 2020 and will expire on August 31, 2021.
The Netherlands Office
The Company maintains a small satellite office in Wageningen, The Netherlands. The Company occupies a flexible office space for an annual rental rate
of approximately $4,000. The lease expires on January 31, 2022, and thereafter, the Company will reconsider the leased space to align with the future
operations of the Company.
VTT Research Contract Extension
On June 28, 2019, the Company extended its research contract (“Contract”) through June 2022 with VTT Technical Research Centre of Finland Ltd.
(“VTT”). Under the terms of this Contract, Dyadic will pay VTT a total of EUR €2.52 million over three years to continue developing Dyadic’s C1 fungal
expression system for therapeutic protein production, including C1 host system improvement, glycoengineering, and management of third-party target protein
projects. VTT is subject to an additional success bonus up to EUR €450,000 based on the technical targets stipulated in the Contract. Dyadic and its
sublicensees will also have the right to use synthetic promoters developed by VTT with an access fee. On October 25, 2019, the Company expanded the
Contract to pay an additional EUR €690,000 over 1.5 years to reinforce the glycoengineering work. On March 23, 2020, the Company further expanded the
Contract to pay an additional EUR €700,000 over the next 19 months to accelerate the glycoengineering work. Dyadic retains the right to terminate the Contract
with 90 days’ notice.
Purchase Obligations
The following table provides a schedule of commitments related to agreements to purchase certain services in the ordinary course of business, as of
December 31, 2020:
2021
2022
2023
Total
$
$
2,458,506
771,075
—
3,229,581
The purchase obligations in the table above are primarily related to our contracts with the Company’s contract research organizations to provide certain
research services. The contracts set forth the Company’s minimum purchase requirements that are subject to adjustments based on certain performance
conditions. All contracts expire in 2022.
Legal Proceedings
We are not currently involved in any litigation that we believe could have a materially adverse effect in our financial condition or results of operations.
From time to time, the Company is subject to legal proceedings, asserted claims and investigations in the ordinary course of business, including commercial
claims, employment and other matters, which management considers immaterial, individually and in the aggregate. The Company makes a provision for a
liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The requirement for these provisions
is reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events
pertaining to a particular case. Litigation is inherently unpredictable and costly. Protracted litigation and/or an unfavorable resolution of one or more of
proceedings, claims or investigations against the Company could have a material adverse effect on the Company’s consolidated financial position, cash flows or
results of operations.
F- 19
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Note 6: Share-Based Compensation
Description of Equity Plans
The 2011 Equity Incentive Plan (the “2011 Plan”) was adopted by the Board on April 28, 2011 and approved by the Company’s stockholders on June
15, 2011. The 2011 Plan serves as the successor to the Company’s 2006 Stock Option Plan (the “2006 Plan”). Since the effective date of the 2011 Plan, all
future equity awards were made from the 2011 Plan, and no additional awards will be granted under the 2006 plan. Under the 2011 Plan, 3,000,000 shares of
the Company’s common stock were initially reserved for issuance pursuant to a variety of share-based compensation awards, plus any shares available for
issuance under the 2006 Plan or are subject to awards under the 2006 Plan which are forfeited or lapse unexercised and which following the effective date are
not issued under the 2006 Plan. In accordance with the provision of the 2011 Plan, the Board approved an increase of 1,500,000 shares each year to the plan
on January 1, 2019 and 2020.
As of December 31, 2020, the Company had 4,638,390 stock options outstanding and an additional 2,134,211 shares of common stock available for
grant under the 2011 Plan. As of December 31, 2019, there were 3,860,390 stock options outstanding and an additional 1,547,211 shares of common stock
available for grant under the 2011 Plan.
Stock Options
Options are granted to purchase common stock at prices that are equal to the fair value of the common shares on the date the option is granted. Vesting
is determined by the Board at the time of grant. The term of any stock option awards under the Company’s 2011 Plan is 10 years except for certain options
granted to the CEO (five years) and certain contractors ( two or three years).
The grant-date fair value of each option grant is estimated using the Black-Scholes option pricing model and amortized on a straight-line basis over the
requisite service period, which is generally the vesting period, for each separately vesting portion of the award as if the award was, in substance, multiple awards.
Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the following:
Risk-free interest rate. The risk-free interest rate is based on U.S. Treasury rates with securities approximating the expected lives of options at the date
of grant.
Expected dividend yield . The expected dividend yield is zero, as the Company has never paid dividends to common shareholders and does not currently
anticipate paying any in the foreseeable future.
Expected stock price volatility. The expected stock price volatility was calculated based on the Company’s own volatility since the DuPont Transaction.
The Company reviews its volatility assumption on an annual basis and has used the Company’s historical volatilities since 2016, as the DuPont Transaction
resulted in significant changes in the Company’s business and capital structure.
Expected life of option. The expected life of option was based on the contractual term of the option and expected employee exercise and post-vesting
employment termination behavior. The Company uses the weighted average vesting period and contractual term of the option as the best estimate of the
expected life of a new option, except for the options granted to the CEO (i.e., 5 or 10 years) and certain contractors (i.e., 2 or 3years).
F- 20
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
The assumptions used in the Black-Scholes option pricing model for stock options granted for the year ended December 31, 2020 and 2019 are as
follows:
Risk-Free interest rate
Expected dividend yield
Expected stock price volatility
Expected life of options (years)
Discount for lack of marketability
Years Ended December 31,
2020
2019
0.25% - 1.72%
1.69% - 2.50%
—%
—%
39.94% - 51.22%
1.75 - 6.25 Years
28.59% - 37.29%
2 - 6.25 Years
—%
0 - 8.48%
The following table summarizes the combined stock option activity under the Company’s Equity Compensation Plans:
Weighted-
Average
Weighted-
Average
Remaining
Contractual
Outstanding at December 31, 2018
Granted
Exercised
Expired
Canceled
Outstanding at December 31, 2019
Granted (1)
Exercised (2)
Expired
Canceled
Outstanding at December 31, 2020
Exercisable at December 31, 2020
5.06 $
Shares
Exercise Price Term (Years)
1.57
2.26
1.60
—
—
1.76
5.24
1.89
—
—
2.44
3,552,890 $
1,089,000
(781,500)
—
—
3,860,390 $
913,000
(135,000)
—
—
4,638,390 $
5.69 $
5.64 $
Aggregate
Intrinsic
Value
1,149,461
13,287,932
13,701,610
3,284,794 $
1.78
4.47 $
11,886,680
Notes:
(1) Represents the following stock options granted:
• Annual share-based compensation awards on January 2, 2020, including: (a) 525,000 stock options with an exercise price of $ 5.27 per share granted to
executives and key personnel, vesting upon one year anniversary, or annually in equal installments over four years, (b) 325,000 stock options with an
exercise price of $5.27 per share granted to members of the Board of Directors, vesting upon one year anniversary, (c) 23,000 stock options with an
exercise price of $5.27 per share granted to employees, vesting annually in equal installments over four years, and (d) 15,000 stock options with an
exercise price of $5.27 per share granted to a consultant, vesting upon one year anniversary.
• One-time awards on March 22, 2020, including 25,000 stock options to a contractor with an exercise price of $ 3.99 per share, vesting in six months from
the date of grant.
(2) Represents the following stock options exercised:
• A total of 135,000 stock options exercised with a weighted average market price of $ 1.89.
The weighted average grant-date fair market value of stock options granted for the years ended December 31, 2020 and 2019 was $ 2.09 and $0.69
respectively, based on the Black-Scholes option pricing model. The intrinsic value of options exercised for the years ended December 31, 2020 and 2019 was
$481,139 and $2,925,662, respectively.
F- 21
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
As of December 31, 2020 and 2019, total unrecognized compensation cost related to non-vested stock options granted under the Company’s share
option plan was $477,232, and $ 222,330, respectively, which is expected to be recognized over a weighted average period of 2.84 years and 1.83 years,
respectively. The Company will adjust unrecognized compensation cost for actual forfeitures as they occur.
Compensation Expenses
We recognize all share-based payments to employees, consultants, and our Board, as non-cash compensation expense, in research and development
expenses or general and administrative expenses in the consolidated statement of operations, and these charges had no impact on the Company’s reported
cash flows. Stock-based compensation expense is calculated on the grant date fair values of such awards, and recognized each period based on the value of
the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur.
For performance-based awards, the Company recognizes related stock-based compensation expense based upon its determination of the potential
likelihood of achievement of the specified performance conditions at each reporting date. For the year ended December 31, 2019, the Company recognized the
expense related to the performance-based awards granted prior years upon the Company’s April 2019 uplisting to the NASDAQ of approximately $ 483,000.
There was no performance-based award recognized during the year ended December 31, 2020.
Total non-cash stock option compensation expense was allocated among the following expense categories:
General and administrative
Research and development
Total
Note 7: Shareholders’ Equity
Issuances of Common Stock
Years Ended December 31,
2020
2019
$
$
1,466,461 $
185,432
1,651,893 $
1,069,152
101,927
1,171,079
The shares of common stock issued for the years ended December 31, 2020 and 2019 were 135,000 and 645,671, respectively, with a weighted
average issue price per share of $1.89 and $1.60, respectively.
Treasury Stock
As of December 31, 2020, and 2019, there were 12,253,502 shares of common stock held in treasury, at a cost of approximately $ 18.9 million,
representing the purchase price on the date the shares were surrendered to the Company.
Open Market Sale Agreement℠
O n August 13, 2020, we entered into an Open Market Sale Agreement℠ with Jefferies LLC (“Jefferies”), with respect to an at the market offering
program under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, par value $ 0.001 per share, having an
aggregate offering price of up to $50.0 million through Jefferies as our sales agent or principal.
We have not and are not obligated to sell any shares under the sale agreement. Subject to the terms and conditions of the sale agreement, Jefferies will
use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell shares of our common
stock from time to time based upon our instructions, including any price, time or size limits or other customary parameters or conditions we specify, subject to
certain limitations. Under the sale agreement, Jefferies may sell shares of our common stock by any method permitted by law deemed to be an “at the market
offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
We will pay Jefferies a commission equal to 3.0% of the gross proceeds from each sale of shares of our common stock sold through Jefferies under the
sale agreement and will provide Jefferies with customary indemnification and contribution rights. In addition, we agreed to reimburse certain legal expenses and
fees by Jefferies in connection with the offering up to a maximum of $50,000, in addition to certain ongoing disbursements of Jefferies’ counsel, if required. The
sale agreement will terminate upon the sale of all $50.0 million of shares under the sale agreement, unless earlier terminated by either party as permitted therein.
The issuance and sale, if any, of shares of our common stock by us under the sale agreement will be made pursuant to a registration statement on Form
S-3 filed with the SEC on August 13, 2020 and declared effective by the SEC on August 25, 2020 and the accompanying Prospectus, as supplemented by a
Prospectus Supplement. As of the date of this filing, there have been no sales made under the Open Market Sale Agreement℠, and we have no immediate
plans to sell any securities under this program to fund our near-term business plan.
F- 22
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Note 8: Subsequent Events
Management continues to actively monitor the COVID-19 pandemic and its development, and the possible effects on the Company’s financial condition,
liquidity, operations, vendors, industry, and workforce.
For purpose of disclosure in the consolidated financial statements, the Company has evaluated subsequent events through March 30, 2021, the date
the consolidated financial statements were available to be issued. Except as discussed below, management is not aware of any material events that have
occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the accompanying financial statements.
Stock Option Grant
On January 4, 2021, the Company granted to executives and key personnel an aggregate of 417,500 stock options with an exercise price of $ 5.16. The
options will vest in one year from the date of grant or annually in equal installments over four years.
On January 4, 2021, the Company granted to members of the Board an aggregate of 227,500 stock options with an exercise price of $ 5.16. The options
will vest in one year from the date of grant.
O n January 4, 2021, the Company granted to non-executive employees an aggregate of 23,325 stock options with an exercise price of $ 5.16. The
options will vest in one year from the date of grant.
On January 4, 2021, the Company granted 5,000 stock options to a consultant with an exercise price of $ 5.16. The options will vest in one year from the
date of grant.
On January 21, 2021, the Company granted 7,500 stock options to a consultant with an exercise price of $ 5.65. The options will vest in one year from
the date of grant.
On March 22, 2021, the Company granted 30,000 stock options to a consultant with an exercise price of $ 6.87. The options will vest in one year from
the date of grant.
Appointment of New Director
On January 8, 2021, Patrick Lucy was appointed to the Board. Mr. Lucy serves as a member of the Board’s Science and Technology Committee. As a
non-employee director of the Company, Mr. Lucy receives annual cash compensation of $60,000 and a new director grant of 35,000 options at an exercise price
of $5.50. The options will vest in one year from the date of grant.
F-23
Exhibit 10.11.1
INTRACOASTAL POINTE OFFICE BUILDING
AMENDMENT TO OFFICE LEASE
This Amendment to Office Lease Agreement made and entered in to this 13th day of August, 2020 by and between Quentin Partners Co. as Agent for
Intracoastal Pointe, Inc. (both Florida corporations), as "Landlord;" and Dyadic International, Inc., as "Tenant."
WITNESSETH
WHEREAS, Landlord and Tenant entered into that Office Lease dated December 30, 2010, and the subsequent Amendments; relative to the Leased Premises
set forth therein. Premises currently consist of Suite 404 and 405 (4,872 ± s.f.); and
WHEREAS, Tenant now desires to extend the term of the lease by twelve months until August 31, 2021. Tenant will stop leasing Suite 404 (2,794 ± s.f.) as of
August 31, 2020 and keep Suite 405 (2,078 ± s.f.); and
TERM: Term will begin on September 1, 2020 and end on August 31, 2021 (unless otherwise terminated as provided in the Lease).
TOTAL RENT FOR SUITE 405 (2,078 ± s.f.):
9/01/20-8/31/21: $13.50 per square foot; $28,053.00 / year; $2,337.75 t month*
*All rates plus CAM (which shall never be less than $9.50 psf) plus sales tax (currently at 6.5%).
PREMISES: Landlord will deliver premises in an "as is" condition other than sealing off the connection between Suites 404 and 405.
During the Term, Tenant shall use the number Suite "404". Tenant shall be responsible for all expense related to the adjustment of Suite numbers.
Except as set forth herein, all other terms, conditions, provisions and requirements of the Lease remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the day and year first above written.
LANDLORD:
QUENTIN PARTNERS CO.
As Agent for: Intracoastal Pointe Inc.
/s/ James Q Riordan, Jr
By: James Q Riordan, Jr., President
TENANT:
DYADIC INTERNATIONAL, INC>
/s/ Mark Emalfarb
By: Mark Emalfarb, CEO
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
witness
/s/ Sharon L Wood
Sharon Wood
WITNESS:
/s/ Kayleigh Sternberg
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
Exhibit 31.1
I, Mark A. Emalfarb, certify that:
1.
I have reviewed this annual report on Form 10-K of Dyadic International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:
5. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
6. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
a. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
By:
March 30, 2021
/s/ Mark A. Emalfarb
Name:
Title:
Mark A. Emalfarb
Chief Executive Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Certification of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
Exhibit 31.2
I, Ping W. Rawson, certify that:
1.
I have reviewed this annual report on Form 10-K of Dyadic International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date:
By:
March 30, 2021
/s/ Ping W. Rawson
Name:
Title:
Ping W. Rawson
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Dyadic International Inc. (the "Company") on Form 10-K for the year ended December 31, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mark A. Emalfarb, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
By:
March 30, 2021
/s/ Mark A. Emalfarb
Name:
Title:
Mark A. Emalfarb
Chief Executive Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Dyadic International Inc. (the "Company") on Form 10-K for the year ended December 31, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Ping W. Rawson, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:
By:
March 30, 2021
/s/ Ping W. Rawson
Name:
Title:
Ping W. Rawson
Chief Financial Officer
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