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Convertible Notes Payable

9 Months Ended

Sep. 30, 2025

Note 4: Convertible Notes Payable

On March 8, 2024, the Company issued senior secured convertible promissory notes (the “Convertible Notes”) with an aggregate principal amount of $6.0 million, of which, $2.0 million were sold to related parties, including immediate family members and family trusts related to Mark Emalfarb, our Chief Executive Officer and a member of our Board of Directors.

The Convertible Notes are senior, secured obligations of the Company and its affiliates, and interest is payable quarterly in cash on the principal amount equal to 8% per annum, and guaranteed by its subsidiary, Dyadic International (USA), Inc. under a subsidiary guarantee for the benefit of the holders of the Convertible Notes (each such holder, a “Holder”).

The Convertible Notes mature on March 8, 2027, unless earlier converted or redeemed in accordance with the terms of the Convertible Notes. The Convertible Notes are secured by a first priority lien on substantially all assets of the Company and Dyadic International (USA), Inc.

The Convertible Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options and ASC 815-15, Derivatives and Hedging. Under ASC 815, contracts that are both indexed to its own stock and classified in stockholders’ equity in its statement of financial position are not considered to be derivative instruments. Based on the Company’s analysis, it is determined that the Convertible Notes contain embedded features that are indexed to the Company’s own stock and are classified in stockholders’ equity in the Company’s statement of financial position, but do not meet the requirements for bifurcation and recognition as derivatives, and therefore, do not need to be accounted for separately. Accordingly, the proceeds received from the issuance of the Convertible Notes were recorded as a single liability in accordance with ASC 470 on the Company’s consolidated balance sheets.

The Company incurred $175,674 of debt issuance costs associated with the Convertible Notes, which were recorded as a reduction of the Convertible Notes on the consolidated balance sheets. The debt issuance costs are being amortized and recognized as additional interest expense over the expected life of the Convertible Notes using the effective interest method. We determined that the expected life of the debt is equal to the three3-year term of the Convertible Notes.

On October 4, 2024, the Company entered into an amendment (the “Amendment”) to the Convertible Notes. Under the Amendment, (i) the conversion price upon which the Convertible Notes will be convertible into shares of the Company’s Common Stock is $1.40 per share of Common Stock, and (ii) the Redemption Date (as defined in the Amendment) will fall on any of the 26, 29 and 32-month anniversaries of the original issue date of the Convertible Notes.

On May 1, 2025, the Company entered into a second amendment (the “Second Amendment”) to the Convertible Notes. Pursuant to the Second Amendment, the Redemption Date (as defined in the Second Amendment) will now fall on December 1, 2026.

On September 15, 2025, the Company entered into a third amendment (the “Third Amendment” and, together with the Amendment and the Second Amendment, the “Amendments”) to the Convertible Notes. Pursuant to the Third Amendment, Schedule A of the Security Agreement was replaced in its entirety to reflect updates to the Secured Parties (as defined in the Security Agreement) thereunder, including the addition of a trust for the benefit of the Company’s Chief Executive Officer, Mark Emalfarb, as a result of his purchase and assignment to him of one of the Notes from an existing note holder in a principal amount of $1,000,000.

The Company assessed the Amendment, the Second Amendment and the Third Amendment for a debt extinguishment or modification in accordance with ASC 470-50. As both the changes in the present value of future cash flows of the modified Convertible Notes to that of the original Convertible Notes (including callable features) and the change in fair value of the embedded conversion option to that of the carrying value of the Convertible Notes immediately before modification resulted in a less than 10% change, none of the Amendments were deemed substantial and they are regarded as a note modifications. The Company did not incur any gain or loss relating to the modifications and any incremental costs, including legal fees, related to the Amendments were expensed.

For the three and nine months ended September 30, 2025, $118,467 and $327,440 of interest were paid, and debt issuance costs of $12,310 and $36,105 were amortized and recorded in interest expenses in the consolidated statements of operations, respectively.

For the three and nine months ended September 30, 2024, $114,933 and $149,778 of interest were paid, and debt issuance costs of $17,244 and $43,961 were amortized and recorded in interest expenses in the consolidated statements of operations, respectively.

As of September 30, 2025, the accrued interest on the Convertible Notes to related parties and other third parties was $25,133 and $60,000, respectively. As of September 30, 2024, the accrued interest on the Convertible Notes to related parties and other third parties was $27,173 and $80,000, respectively.

As of September 30, 2025 and 2024, accumulated amortized debt issuance costs are $72,481 and $26,394, respectively.

During the year ended December 31, 2024, $910,000 of the Convertible Notes were converted into 556,623 shares of the Company’s Common Stock. As of September 30, 2025, convertible notes payable consisted of the following:

Schedule of Convertible Notes Payable

Holder	Issuance Date	Due Date	Interest Rate			Convertible Note Principal		Principal Repayments		Conversion to Common Stock			Principal Outstanding
Mark A. Emalfarb Trust ⁽¹⁾	09/15/25	03/08/27		8	%		1,000,000		—		—			1,000,000
Francisco Trust dated 2/28/1996 ⁽²⁾	03/08/24	03/08/27		8	%		1,000,000		—		—			1,000,000
Bradley Emalfarb ⁽³⁾	03/08/24	03/08/27		8	%		500,000		—		(500,000	)		—
Bradley Scott Emalfarb Irrevocable Trust ⁽³⁾	03/08/24	03/08/27		8	%		410,000		—		(410,000	)		—
Emalfarb Descendent Trust ⁽⁴⁾	03/08/24	03/08/27		8	%		90,000		—		—			90,000
Convertible Notes - Related Party						$	3,000,000	$	—	$	(910,000	)		2,090,000
Unamortized Debt Issuance Costs - Related Party														(31,431	)
Net Carrying Amount													$	2,058,569

Convertible Notes - Third Party ⁽¹⁾	03/08/24	03/08/27		8	%	$	3,000,000	$	—	$	—			3,000,000
Unamortized Debt Issuance Costs - Third Party														(45,118	)
Net Carrying Amount													$	2,954,882

Notes:

(1)	On September 15, 2025, Mark A. Emalfarb Trust dated October 1, 1987, as amended and restated on June 28, 2019 (the “MAE Trust”), purchased and was assigned $1,000,000 of the Convertible Notes from an existing note holder. Mr. Mark A. Emalfarb, our Chief Executive Officer, is the sole beneficiary and serves as sole trustee of the MAE Trust and has sole voting and dispositive power over the shares of Common Stock held by the MAE Trust. As of September 30, 2025, the amount of accrued interest for the MAE Trust was $3,334.
(2)	Mr. Thomas Emalfarb, nephew of Mr. Mark A. Emalfarb, our Chief Executive Officer, is the trustee of the Francisco Trust. Mr. Thomas Emalfarb may be deemed to have voting, dispositive and investment power with respect to the shares of Common Stock held by the Francisco Trust and disclaims any such beneficial ownership other than to the extent of any pecuniary interest he may have therein, directly or indirectly. As of September 30, 2025, the amount of accrued interest for the Francisco Trust was $20,000.
(3)	Mr. Mark A. Emalfarb, our Chief Executive Officer, is the trustee of the Irrevocable Trust and the brother of Mr. Bradley S. Emalfarb, who is the sole beneficiary of the Irrevocable Trust. Mr. Bradley S. Emalfarb, as sole beneficiary of the Irrevocable Trust, therefore, may be deemed to have voting, dispositive and investment power with respect to the shares of Common Stock held by the Irrevocable Trust and disclaims any such beneficial ownership other than to the extent of any pecuniary interest he may have therein, directly or indirectly. In 2024, $500,000 of the Convertible Notes held by Mr. Bradley S. Emalfarb were converted into 294,891 shares of the Company’s Common Stock and $410,000 of the Convertible Notes held by Bradley Scott Emalfarb Irrevocable Trust were converted into 261,732 shares of the Company’s Common Stock. As of September 30, 2025, there was no accrued interest for Bradley Emalfarb and Bradley Scott Emalfarb Irrevocable Trust.
(4)	Messrs. Thomas Emalfarb, Scott Emalfarb and Michael Emalfarb, nephews of Mr. Mark A. Emalfarb, our Chief Executive Officer, are co-trustees of the Emalfarb Descendant Trust and may therefore be deemed to have shared voting, dispositive and investment power over the shares of Common Stock held by the Emalfarb Descendant Trust. As of September 30, 2025, the amount of accrued interest for the Emalfarb Descendant Trust, was $1,800.