S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

DYADIC INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	45-0486747
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida (Address of Principal Executive Offices)	33477 (Zip Code)

Dyadic International, Inc. 2021 Equity Incentive Plan

(Full title of the plans)

Mark A. Emalfarb, CEO
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477

(Name and address of agent for service)

(561) 743-8333

(Telephone number, including area code, of agent for service)

Copy to:

Kimberly C. Petillo-Décossard
Cahill Gordon & Reindel LLP
32 Old Slip
New York, NY 10005
(212) 701-3265

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, par value $0.001 per share	3,000,000 shares	$3.52	$10,560,000	$1,152.10

(1) This registration statement covers 3,000,000 shares of Common Stock, par value $0.001 per share, of the registrant (“Common Stock”) that may be issued pursuant to future awards under the Dyadic International, Inc. 2021 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement will also be deemed to cover additional shares of Common Stock that may be offered or issued pursuant to the Plan as a result of future stock splits, stock dividends or similar transactions.

(2) The proposed maximum offering price per share and proposed maximum aggregate offering price are estimated for purposes of computing the registration fee in accordance with Rule 457(h) under the Securities Act upon the basis of the average of the high and low prices on The NASDAQ Capital Market for August 5, 2021.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.^*

Item 2. Registrant Information and Employee Annual Plan Information.^*

____________________________________

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this registration statement:

(a)    The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 30, 2021 and amended on July 27, 2021;

(b)    The registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed on May 13, 2021 and for the fiscal quarter ended June 30, 2021, filed on August 12, 2021;

(c)    The registrant’s Current Reports on Form 8-K, filed on January 11, 2021, February 18, 2021, March 18, 2021, March 30, 2021, May 13, 2021, June 3, 2021,June 14, 2021,,July 27, 2021, and July 27, 2021;and

(d)    The description of the Common Stock contained in Item 11 of Amendment No. 1 to the registrant’s Form 10, filed on February 8, 2019, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this registration statement indicating that all securities offered have been sold or deregistering all securities then remaining unsold under this registration statement, shall be deemed to be incorporated by reference in this registration statement and to be part of this registration statement from the date of filing of such documents. In no event, however, will any information that the registrant discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the registrant may from time to time furnish to the Commission be incorporated by reference in, or otherwise become a part of, this registration statement. Any statement contained in any document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.

Item 4. Description of Securities.

Not required.

Item 5. Interests of Named Experts and Counsel.

The legality of the shares of Common Stock covered by this registration statement is being passed upon for the registrant by Cahill Gordon & Reindel LLP. A partner of Cahill Gordon & Reindel LLP was formerly a strategic adviser to the registrant’s scientific advisory board and owns or has the right to acquire 176,163 shares of Common Stock as of August 12, 2021.

Item 6. Indemnification of Directors and Officers.

The registrant’s certificate of incorporation eliminates the personal liability of its directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission. The registrant’s certificate of incorporation and bylaws require the registrant to indemnify its directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. In addition, the registrant has entered into separate indemnification agreements with each of its directors and executive officers.

Under Delaware law, the registrant may indemnify its directors or officers or other persons who were, are or are threatened to be made a party to an action, suit or proceeding because the person is or was the registrant’s director, officer, employee or agent, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with the action, suit or proceeding if the person:

• acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and

• with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

If the person is found liable to the corporation, no indemnification shall be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled, under the circumstances and despite the adjudication of liability, to indemnity for an amount of expenses that the court deems proper.

Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Restated Certificate of Incorporation dated November 1, 2004 (incorporated by reference to Exhibit 3.1 to the Form 10-12G filed on January 14, 2019).
4.2	Second Amended and Restated Bylaws dated December 31, 2018(incorporated by reference to Exhibit 3.2 to the Form 10-12G filed on January 14, 2019).
4.3	Dyadic International, Inc. 2021 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Form DEF 14A filed on June 11, 2021).
5.1**	Opinion of Cahill Gordon & Reindel LLP.
23.1**	Consent of Mayer Hoffman McCann P.C.
23.2**	Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1).
24.1**	Power of Attorney (included on signature page).

_____________________

**    Filed herewith.

Item 9. Undertakings.

(a)   The undersigned registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of the registrant’s counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jupiter, State of Florida on August 12, 2021.

DYADIC INTERNATIONAL, INC.

By: /s/ Ping W. Rawson

Name:    Ping W. Rawson

Title: Chief Financial Officer

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, each of the undersigned, being a director, or officer, or both, of Dyadic International, Inc., a Delaware corporation, hereby constitutes and appoints Mark A. Emalfarb and Ping W. Rawson, and each of them, as his or her true and lawful attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this registration statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Mark A. Emalfarb	Chief Executive Officer, Director	August 12, 2021
Mark A. Emalfarb	(Principal Executive Officer)
/s/ Ping W. Rawson	Chief Financial Officer	August 12, 2021
Ping W. Rawson	(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael P. Tarnok	Chairman, Director	August 12, 2021
Michael P. Tarnok
/s/ Jack L. Kaye	Director	August 12, 2021
Jack L. Kaye
/s/ Seth J. Herbst, MD	Director	August 12, 2021
Seth J. Herbst, MD
/s/ Arindam Bose, Ph. D.	Director	August 12, 2021
Arindam Bose, Ph.D.
/s/Barry C. Buckland, Ph.D.	Director	August 12, 2021
Barry C. Buckland, Ph.D.
/s/ Patrick Lucy	Director	August 12, 2021
Patrick Lucy

EX-5.1

Exhibit 5.1

Cahill Gordon & Reindel llp
32 Old Slip
New York, NY 10005

HELENE R. BANKS ANIRUDH BANSAL DAVID L. BARASH LANDIS C. BEST BRADLEY J. BONDI BROCKTON B. BOSSON JONATHAN BROWNSON * JOYDEEP CHOUDHURI * JAMES J. CLARK CHRISTOPHER W. CLEMENT LISA COLLIER AYANO K. CREED PRUE CRIDDLE ± SEAN M. DAVIS STUART G. DOWNING ADAM M. DWORKIN ANASTASIA EFIMOVA JENNIFER B. EZRING HELENA S. FRANCESCHI JOAN MURTAGH FRANKEL JONATHAN J. FRANKEL ARIEL GOLDMAN PATRICK GORDON JASON M. HALL STEPHEN HARPER WILLIAM M. HARTNETT NOLA B. HELLER CRAIG M. HOROWITZ DOUGLAS S. HOROWITZ TIMOTHY B. HOWELL DAVID G. JANUSZEWSKI ELAI KATZ JAKE KEAVENY BRIAN S. KELLEHER RICHARD KELLY CHÉRIE R. KISER ‡ JOEL KURTZBERG TED B. LACEY MARC R. LASHBROOK ALIZA R. LEVINE JOEL H. LEVITIN GEOFFREY E. LIEBMANN TELEPHONE:  (212) 701-3000
WWW.CAHILL.COM
___________

1990 K STREET, N.W.
WASHINGTON, DC 20006-1181
(202) 862-8900

CAHILL GORDON & REINDEL (UK) LLP
24 MONUMENT STREET
LONDON EC3R 8AJ
+44 (0) 20 7920 9800
___________

WRITER’S DIRECT NUMBER BRIAN T. MARKLEY MEGHAN N. McDERMOTT WILLIAM J. MILLER NOAH B. NEWITZ WARREN NEWTON § DAVID R. OWEN JOHN PAPACHRISTOS LUIS R. PENALVER KIMBERLY PETILLO-DÉCOSSARD SHEILA C. RAMESH MICHAEL W. REDDY OLEG REZZY THORN ROSENTHAL TAMMY L. ROY JONATHAN A. SCHAFFZIN DARREN SILVER JOSIAH M. SLOTNICK RICHARD A. STIEGLITZ JR. ROSS E. STURMAN SUSANNA M. SUH ANTHONY K. TAMA JONATHAN D. THIER SEAN P. TONOLLI JOHN A. TRIPODORO GLENN J. WALDRIP, JR. HERBERT S. WASHER MICHAEL B. WEISS DAVID WISHENGRAD C. ANTHONY WOLFE COREY WRIGHT ELIZABETH M. YAHL JOSHUA M. ZELIG      * ADMITTED AS A SOLICITOR IN
ENGLAND AND WALES ONLY  ± ADMITTED AS A SOLICITOR IN
WESTERN AUSTRALIA ONLY  ‡ ADMITTED IN DC ONLY  § ADMITTED AS AN ATTORNEY
IN THE REPUBLIC OF SOUTH AFRICA
ONLY

August 12, 2021

Dyadic International, Inc.

140 Intracoastal Pointe Drive, Suite 404

Jupiter, Florida 33477

Re:         Dyadic International, Inc.

Ladies and Gentlemen:

We have acted as counsel to Dyadic International, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) registering under the Securities Act of 1933, as amended (the “Securities Act”), 3,000,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), to be issued pursuant to the Dyadic International, Inc. 2021 Equity Incentive Plan (the “Plan”).

We have examined copies of such corporate records, instruments and certificates and made such inquiries as we have deemed necessary in connection with the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies.

Based upon the foregoing, in our opinion the shares of Common Stock to be issued by the Company, when issued in the manner contemplated by the Plan, will be legally issued, fully paid and non-assessable. We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

Cahill Gordon & Reindel llp

-2-

We hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Best regards,

/s/ Cahill Gordon & Reindel llp

Cahill Gordon & Reindel llp

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We have issued our report dated March 30, 2021 on the consolidated financial statements of Dyadic International, Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report.

Mayer Hoffman McCann P.C.

Clearwater, Florida

August 12, 2021