Form SCHEDULE 13G/A DYADIC INTERNATIONAL Filed by: Francisco Trust under agreement dated February 28, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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DYADIC INTERNATIONAL INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
12/23/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Francisco Trust under agreement dated February 28, 1996 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ILLINOIS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,363,045.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.97 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: All percentages calculated in this Schedule 13G/A are based upon an aggregate of 36,438,703 shares outstanding of the Issuer's Common Stock on March 24, 2026, as disclosed in the Issuer's Annual Report for the fiscal year ended December 31, 2025 filed on Form 10-K/A with the Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
DYADIC INTERNATIONAL INC | |
| (b) | Address of issuer's principal executive offices:
1044 North U.S. Highway One, Suite 201, Jupiter, Florida, 33477 | |
| Item 2. | ||
| (a) | Name of person filing:
Thomas Emalfarb, Trustee | |
| (b) | Address or principal business office or, if none, residence:
606 Dauphine Avenue, Northbrook, IL 60062 | |
| (c) | Citizenship:
Florida | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
4,363,045 | |
| (b) | Percent of class:
11.97 %
The Reporting Person has sole voting power over 3,410,664 shares of common stock. Francisco Trust also holds 952,381 shares underlying a Convertible Note convertible at the holder's option at any time. The Convertible Note was amended on December 23, 2025, for a third time, whereby the conversion price changed from $1.40 per share to $1.05 per share. Further to the above, the maturity date of the Convertible Note was extended through December 31, 2027 and, the redemption right of the holder was eliminated except for on default of the Convertible Note.
All percentages calculated in this Schedule 13G/A are based upon an aggregate of 36,438,703 shares outstanding of the Issuer's Common Stock on March 24, 2026, as disclosed in the Issuer's Annual Report for the fiscal year ended December 31, 2025 filed on Form 10-K/A with the Securities and Exchange Commission on April 30, 2026. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
3,410,664 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
4,363,045 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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