Dyadic International Inc美股招股说明书(2026-03-06版)

Up to $4,237,818Common Stock We have entered into an At the Market Sales Agreement (the “sales agreement”), with Craig-Hallum Capital Group LLC (“Craig-Hallum”), dated March 6, 2026, relating to the sale of shares of our common stock offered by this prospectus supplement. Inaccordance with the terms of the sales agreement, under this prospectus supplement we may offer and sell shares of our commonstock, $0.001 par value per share, having an aggregate offering price of up to $4,237,818 from time to time through Craig-Hallum,acting as our agent. Our common stock is listed on The Nasdaq Capital Market under the trading symbol “DYAI.” On March 5, 2026, the closing price ofour common stock was $0.76 per share. Sales of our common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at themarket offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or the Securities Act, including blocktrades and sales made in ordinary brokers’ transactions on The Nasdaq Capital Market or otherwise at market prices prevailing at thetime of sale, at prices related to prevailing market prices or at negotiated prices. Craig-Hallum is not required to sell any specificamount, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices onmutually agreed terms between Craig-Hallum and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. Craig-Hallum will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price of the shares of our commonstock sold through it pursuant to the sales agreement. See “Plan of Distribution” beginning on page S-10 for additional informationregarding the compensation to be paid to Craig-Hallum. In connection with the sale of the common stock on our behalf, Craig-Hallumwill be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Craig-Hallum will be deemedto be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Craig-Hallum withrespect to certain liabilities, including liabilities under the Securities Act. As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates calculatedpursuant to General Instruction I.B.6 of Form S-3 (our “public float”) is $29,961,654, based on 30,888,304 shares of our outstandingcommon stock held by non-affiliates as of March 5, 2026, and a price of $0.97 per share, the closing price of our common stock onJanuary 7, 2026, which is the highest closing sale price of our common stock on the Nasdaq Global Select Market within 60 days priorto the date of this prospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary offerings on Form S-3 with avalue exceeding one-third of our public float (as calculated pursuant to General Instruction I.B.6) in any 12-calendar-month period solong as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this prospectussupplement, we have offered and sold $5,749,400 of common stock pursuant to General Instruction I.B.6 of Form S-3. As a result, wemay currently only offer and sell shares of our common stock having an aggregate offering price to the public of up to $4,237,818pursuant to this prospectus supplement from time to time. If our public float increases such that we may sell additional amounts of common stock in excess of the aforementioned aggregateoffering price under the Sales Agreement and the prospectus supplement, we will file another prospectus supplement prior to makingsuch additional sales in excess of the aforementioned aggregate offering price. In the event that our public float increases above $75.0million, we will no longer be subject to the limit in General Instruction I.B.6 of Form S-3, and in such event we will file anotherprospectus supplement prior to making additional sales above such limit. You should carefully read this prospectus supplement and all information incorporated by reference therein and herein priorto making an investment decision. Investing in our securities involves a high degree of risk. These risks are discussed in this prospectus supplement under “RiskFactors” beginning on page S-5 and in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Qincorporated by reference into this prospectus supplement, and under similar headings in the other documents that areincorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is acriminal offense. Craig-Hallum The date of