Dyadic International Inc美股招股说明书(2026-08-13版)

Common Stock We are offering 3,625,000 shares of our common stock, par value $0.001 per share, in a registered direct offering to certainpurchasers. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “DYAI.” On August 12, 2026, thelast reported sale price of our common stock on Nasdaq was $0.88 per share. We have retained Aegis Capital Corp. (the “Placement Agent”) as our placement agent in connection with this offering withrespect to certain investors. The Placement Agent is not purchasing or selling any of the securities offered by this prospectussupplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed topay the Placement Agent the Placement Agent fees set forth in the table below. The gross proceeds to us before expenses will be$2,881,875.00. We estimate the total expenses payable by us for this offering, excluding the Placement Agent fees, will beapproximately $0.4 million. Concurrently with this offering, we have entered into a securities purchase agreement with the investors purchasing the sharesbeing sold pursuant to this prospectus supplement, in which we agreed to offer and sell, and the investors agreed to purchase, warrantsto purchase 3,625,000 shares of common stock at an exercise price of $0.84 (the “Private Placement”) at a purchase price of $0.005per warrant. The Private Placement is subject to the consummation of this offering and the satisfaction of other customary closingconditions. The sale of the warrants in the Private Placement will not be registered as part of this offering, though it will beconsummated simultaneously with, and subject to, the closing of this offering. The closing of this offering is contingent upon thesimultaneous closing of the Private Placement. As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliatescalculated pursuant to General Instruction I.B.6 of Form S-3 (our “public float”) is $45.4 million, based on 30,888,304 shares of ouroutstanding common stock held by non-affiliates as of August 7, 2026, and a price of $1.47 per share, the closing price of our commonstock on July 21, 2026, which is the highest closing sale price of our common stock on the Nasdaq Capital 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-3with a value exceeding one-third of our public float (as calculated pursuant to General Instruction I.B.6) in any 12-calendar-monthperiod so long as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of thisprospectus supplement, we have offered and sold no shares of common stock pursuant to General Instruction I.B.6 of Form S-3. As aresult, we may currently only offer and sell shares of our common stock having an aggregate offering price to the public of up to $15.1million pursuant to this prospectus supplement. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-3 of this prospectus supplementand in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Delivery of the securities in this offering is expected to be made on or about August 14, 2026, subject to satisfaction of certainclosing conditions. Sole Placement Agent Aegis Capital Corp. The date of this prospectus supplement is August 13, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-4DILUTIONS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-9EXPERTSS-9WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-10INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-10 PROSPECTUS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS4DESCRIPTION OF CAPITAL STOCK4PLAN OF DISTRIBUTION8LEGAL MATTERS10EXPERTS10WHERE YOU CAN FIND MORE INFORMATION10INCORPORATION OF CERTAIN INFORMATION BY REFERENCE11 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated August 25, 2023 are part of a registration statement onForm S-3 that we filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf”registration process or continuous offering. Under this shelf registration process, we may, from time to time, offer and sell in one ormore offerings any securitie