DYADIC INTERNATIONAL INC 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this Annual Report because we are a “smaller reporting company” and “non-accelerated filer.” Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitation on Effectiveness of Controls A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or because the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information Insider Trading Arrangements During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K). 49 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2026 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2025 fiscal year. Item 11. Executive Compensation The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2026 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2025 fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2026 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2025 fiscal year. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2026 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2025 fiscal year. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to the Company’s definitive proxy statement relating to the 2026 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2025 fiscal year. 50 PART IV Item 15. Financial Statement and Exhibits (a) Financial Statement Our financial statements and related notes thereto are listed and included in this Annual Report on Form 10-K beginning on page F-1. (b) Exhibits Incorporated by Reference Exhibit No. Description of Exhibit Form Original No. Date Filed Filed Herewith 3.1# Restated Certificate of Incorporation dated November 1, 2004 10-12G 3.1 January 14, 2019 3.2# Fourth Amended and Restated Bylaws of Dyadic International, Inc., effective May 29, 2025 8-K 3.1 June 2, 2025 4.1# Specimen Stock Certificate Evidencing Shares of Common Stock 10-12G 4.1 January 14, 2019 4.2# Description of Registered Securities 10-K 4.2 March 30, 2020 4.3.1# Senior Secured Convertible Promissory Note, dated March 8, 2024 8-K 4.1 March 11, 2024 4.3.2# Amendment, dated October 4, 2024, to Senior Secured Convertible Promissory Note 8-K 4.1 October 8, 2024 4.3.3# Second Amendment, dated March 8, 2024, to Senior Secured Convertible Promissory Note 8-K 4.1 May 5, 2025 4.3.4# Third Amendment, dated December 23, 2025, to Senior Secured Convertible Promissory Note 8-K 4.1 December 29, 2025 10.1**# Dyadic International, Inc. 2011 Equity Incentive Plan 10-12G 10.2 January 14, 2019 10.2.1**# Dyadic International, Inc. 2021 Equity Incentive Plan S-8 4.3 August 12, 2021 10.2.2**# Form of Stock Option Agreement Pursuant to the Dyadic International, Inc. 2021 Equity Incentive Plan 10-K 10.2.1 March 28, 2024 10.2.3**# Form of Restricted Stock Unit Agreement Pursuant to the Dyadic International, Inc. 2021 Equity Incentive Plan 10-K 10.2.2 March 28, 2024 10.3**# Form of Restricted Stock Unit Agreement Pursuant to the Dyadic International, Inc. 2011 Equity Incentive Plan 10-12G 10.3 January 14, 2019 10.4**# Form of Stock Option Agreement Pursuant to the Dyadic International, Inc. 2011 Equity Incentive Plan 10-12G 10.4 January 14, 2019 10.5.1**# Employment Agreement, dated June 16, 2016, and First Amendment dated January 23, 2017, by and between Dyadic International, Inc. and Mark A. Emalfarb 10-12G 10.5 January 14, 2019 10.5.2**# Second Amendment to Employment Agreement between Dyadic International, Inc. and Mark A. Emalfarb, dated as of November 12, 2019 8-K 10.1 November 13, 2019 10.6**# Consulting Agreement, dated January 1, 2016, by and between Dyadic Netherlands B.V. and Sky Blue Biotech kft on behalf of Ronen Tchelet 10-12G 10.7 January 14, 2019 10.7**# Employment Agreement dated November 8, 2024, between Dyadic International, Inc. and Ping Rawson 8-K 10.1 November 2024 10.8**# Employment Agreement between Dyadic International Inc. and Joseph Hazelton dated November 9, 2021 8-K 10.1 November 9, 2021 10.9**# Form of Director and Officer Indemnification Agreement 10-12G 10.10 January 14, 2019 51 10.10# Lease Agreement with Jupiter Harbour Office, LLC dated August 19, 2023 10-Q 10.1 November 8, 2023 10.11†# Pharma License Agreement with Danisco US, Inc. dated December 31, 2015 10-12G 10.12 January 14, 2019 10.12.1†# Commission Contract with VTT Technical Research Centre of Finland Ltd dated September 2, 2016 10-12G 10.13 January 14, 2019 10.12.2†# Commission Contract with VTT Technical Research Centre of Finland Ltd dated June 28, 2019 8-K 10.1 July 5, 2019 10.13.1†# Service Framework Agreement with Biotechnology Developments for Industry in Pharmaceuticals, S.L.U. dated June 30, 2017 10-Q 10.2 November 8, 2023 10.13.2†# Amendment No. 1 dated July 26, 2021, to the Service Framework Agreement dated June 30, 2017 8-K 10.3 July 27, 2021 10.14†# License Agreement with VTT Technical Research Centre of Finland Ltd dated July 17, 2017 10-12G 10.17 January 14, 2019 10.15†# Joint Development Agreement with Leprino Foods Company, dated May 12, 2022 8-K 10.1 May 11, 2022 10.16†# Non-Exclusive Sublicense Agreement among Dyadic International, Inc., Alphazyme, LLC, dated May 5, 2019 8-K 10.1 May 8, 2019 10.17†# Amended and Restated Non-Exclusive Sublicense Agreement among Dyadic International, Inc., Alphazyme, LLC, dated June 24, 2020 8-K 10.1 June 29, 2020 10.18†# Alphazyme Sale Agreement dated January 18, 2023 8-K 10.1 January 23, 2023 10.19†# RUBIC License Agreement dated April 6, 2023 8-K 10.1 April 6, 2023 10.20†# Inzyme Development and Exclusive License Agreement, effective September 18, 2023 8-K 10.1 September 19, 2023 10.21# Securities Purchase Agreement Relating to the Senior Secured Convertible Promissory Note dated March 8, 2024 8-K 10.1 March 11, 2024 10.22# Registration Rights Agreement Relating to the Senior Secured Convertible Promissory Note dated March 8, 2024 8-K 10.2 March 11, 2024 10.23# Security Agreement Relating to the Senior Secured Convertible Promissory Note dated March 8, 2024 8-K 10.3 March 11, 2024 10.24**# Amendment to Security Agreement dated as of September 15, 2025 8-K 10.1 September 16, 2025 10.25# Subsidiary Guarantee Relating to the Senior Secured Convertible Promissory Note dated March 8, 2024 8-K 10.4 March 11, 2024 10.26 License and Development Agreement between Dyadic International (USA), Inc. and Proliant Biologicals, LLC d/b/a Proliant Health and Biologicals, dated June 27, 2024 8-K 10.1 July 2, 2024 10.27†# Grant Agreement between Dyadic International, Inc. and the Bill & Melinda Gates Foundation, dated as of November 16, 2024 8-K 10.1 November 26, 2024 10.28# At-The-Market Issuance Sales Agreement between Dyadic International, Inc. and Craig-Hallum Capital Group LLC, dated as of March 6, 2026 8-K 1.1 March 6, 2026 52 19.1# Insider Trading Policy 10-K 19.1 March 26, 2025 21.1 Subsidiaries of the Registrant 10-K 21.1 March 28, 2024 23.1 Consent of Independent Registered Public Accounting Firm - Crowe LLP x 24.1 Power of Attorney (included on signature page) 31.1 Certification of Chief Executive Officer of Dyadic International, Inc, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 x 31.2 Certification of Chief Financial Officer of Dyadic International, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 x 32.1^ Certification of Chief Executive Officer of Dyadic International, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2^ Certification of Chief Financial Officer of Dyadic International, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97# Policy Related to Recovery of Erroneously Awarded Compensation 10-K 97 March 28, 2024 101.INS Inline XBRL Instance Document x 101.SCH Inline XBRL Taxonomy Extension Schema Document x 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document x 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Legend: ** Identifies a management contract or compensatory plan or arrangement. † Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. # Previously filed with the SEC. ^ Furnished herewith. Item 16. Form 10-K Summary Not applicable. 53 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DYADIC INTERNATIONAL, INC. March 25, 2026 By: /s/ Mark A. Emalfarb Mark A. Emalfarb President and Chief Executive Officer (Principal Executive Officer) March 25, 2026 By: /s/ Ping W. Rawson Ping W. Rawson Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark A. Emalfarb and Ping W. Rawson, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, 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 his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Mark A. Emalfarb Chief Executive Officer, Director March 25, 2026 Mark A. Emalfarb (Principal Executive Officer) /s/ Ping W. Rawson Chief Financial Officer March 25, 2026 Ping W. Rawson (Principal Financial Officer and Principal Accounting Officer) /s/ Patrick Lucy Chairman, Director March 25, 2026 Patrick Lucy /s/ Jack L. Kaye Director March 25, 2026 Jack L. Kaye /s/ Seth J. Herbst Director March 25, 2026 Seth J. Herbst, MD 54 Index to Consolidated Financial Statements Page Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID 173 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm Shareholders and the Board of Directors of Dyadic International, Inc. Jupiter, Florida Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Dyadic International, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Crowe LLP We have served as the Company’s auditor since 2023. Livingston, New Jersey March 25, 2026 F- 2 DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 4,622,331 $ 6,506,750 Short-term investment securities 2,698,661 2,756,577 Restricted cash 1,231,168 — Interest receivable 35,129 24,248 Accounts receivable 1,090,297 237,027 Prepaid expenses and other current assets 219,067 303,066 Total current assets 9,896,653 9,827,668 Non-current assets: Operating lease right-of-use asset, net 38,535 92,211 Other assets 10,537 10,396 Total assets $ 9,945,725 $ 9,930,275 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 852,024 $ 482,320 Accrued expenses 967,974 970,462 Deferred research and development obligations 1,730,852 833,813 Operating lease liability, current portion 34,621 54,249 Accrued interest 60,000 80,000 Accrued interest- related party 41,800 27,173 Accrued interest 41,800 27,173 Total current liabilities 3,687,271 2,448,017 Non-current liabilities: Convertible notes, net of issuance costs 2,962,304 3,911,471 Convertible notes, net of issuance costs - related party 2,063,740 1,065,876 Convertible notes, net of issuance costs 2,063,740 1,065,876 Operating lease liability, net of current portion — 34,621 Total liabilities 8,713,315 7,459,985 Commitments and contingencies (Note 4) - Stockholders’ equity: Preferred stock, $ .0001 par value: Authorized shares - 5,000,000 ; none issued and outstanding — — Common stock, $.001 par value: Authorized shares - 100,000,000 ; issued shares - 48,441,300 and 42,089,301 , outstanding shares - 36,187,798 and 29,835,799 as of December 31, 2025, and December 31, 2024, respectively 48,442 42,090 Additional paid-in capital 113,564,991 107,444,595 Treasury stock shares held at cost - 12,253,502 ( 18,929,915 ) ( 18,929,915 ) Accumulated deficit ( 93,451,108 ) ( 86,086,480 ) Total stockholders’ equity 1,232,410 2,470,290 Total liabilities and stockholders’ equity $ 9,945,725 $ 9,930,275 The accompanying notes are an integral part of these audited consolidated financial statements. F- 3 DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2025 2024 Revenues: Research and development revenue $ 967,311 $ 1,605,220 Grant revenue 1,858,034 — License and milestone revenue 265,000 1,890,169 Total revenue 3,090,345 3,495,389 Costs and expenses: Costs of research and development revenue 600,700 1,194,624 Costs of grant revenue 1,719,160 — Research and development 2,154,666 2,044,253 General and administrative 5,761,735 6,134,773 Foreign currency exchange loss 46,900 22,561 Total costs and expenses 10,283,161 9,396,211 Loss from operations ( 7,192,816 ) ( 5,900,822 ) Other income (expense): Interest income 284,085 456,992 Gain on sale of Alphazyme — 62,642 Interest expense ( 332,054 ) ( 288,142 ) Interest expense - related party ( 123,843 ) ( 139,829 ) Interest expense ( 123,843 ) ( 139,829 ) Total other income (expense), net ( 171,812 ) 91,663 Net loss $ ( 7,364,628 ) $ ( 5,809,159 ) Basic and diluted net loss per common share $ ( 0.23 ) $ ( 0.20 ) Basic and diluted weighted-average common shares outstanding 32,624,323 29,318,123 The accompanying notes are an integral part of these audited consolidated financial statements. F- 4 DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock Treasury Stock Additional paid-in Accumulated Shares Amount Shares Amount capital deficit Total Balance at December 31, 2023 41,064,563 $ 41,065 ( 12,253,502 ) $ ( 18,929,915 ) $ 105,044,756 $ ( 80,277,321 ) $ 5,878,585 Stock-based compensation expenses — — — — 1,126,279 — 1,126,279 Issuance of common stock upon vesting of restricted stock units 437,546 437 — — 339,897 — 340,334 Issuance of common stock upon exercise of stock options 30,569 31 — — 24,220 — 24,251 Issuance of common stock upon settlement of convertible debt 556,623 557 — — 909,443 — 910,000 Net loss — — — — — ( 5,809,159 ) ( 5,809,159 ) Balance at December 31, 2024 42,089,301 $ 42,090 ( 12,253,502 ) $ ( 18,929,915 ) 107,444,595 $ ( 86,086,480 ) $ 2,470,290 Balance 42,089,301 $ 42,090 ( 12,253,502 ) $ ( 18,929,915 ) 107,444,595 $ ( 86,086,480 ) $ 2,470,290 Stock-based compensation expenses — — — — 930,183 — 930,183 Issuance of common stock upon vesting of restricted stock units 272,516 273 — — 231,348 — 231,621 Issuance of common stock upon exercise of stock options 27,483 27 — — 24,222 — 24,249 Issuance of common stock in connection with at-the-market offering, net of issuance costs of $ 808,705 6,052,000 6,052 4,934,643 — 4,940,695 Net loss — — — — — ( 7,364,628 ) ( 7,364,628 ) Balance at December 31, 2025 48,441,300 $ 48,442 ( 12,253,502 ) $ ( 18,929,915 ) $ 113,564,991 $ ( 93,451,108 ) $ 1,232,410 Balance 48,441,300 $ 48,442 ( 12,253,502 ) $ ( 18,929,915 ) $ 113,564,991 $ ( 93,451,108 ) $ 1,232,410 The accompanying notes are an integral part of these audited consolidated financial statements. F- 5 DYADIC INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2025 2024 Cash flows from operating activities Net loss $ ( 7,364,628 ) $ ( 5,809,159 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 930,183 1,126,279 Amortization of held-to-maturity securities, net ( 24,169 ) ( 71,057 ) Amortization of debt issuance costs 48,697 63,021 Gain on investment in Alphazyme — ( 60,977 ) Foreign currency exchange loss 46,901 22,561 Changes in operating assets and liabilities: Interest receivable ( 10,881 ) ( 14,165 ) Accounts receivable ( 846,964 ) 219,425 Prepaid expenses and other current assets 83,964 24,742 Operating lease assets and liabilities, net ( 573 ) 1,169 Accounts payable 314,451 ( 180,182 ) Accrued expenses 229,132 252,664 Accrued interest ( 20,000 ) 80,000 Accrued interest - related party 14,627 27,173 Deferred research and development obligations 897,039 343,700 Net cash used in operating activities ( 5,702,221 ) ( 3,974,806 ) Cash flows from investing activities Purchases of held-to-maturity investment securities ( 5,952,270 ) ( 7,343,230 ) Proceeds from maturities of investment securities 6,034,355 5,406,000 Proceeds from the sale of investment in Alphazyme — 60,977 Net cash provided by (used in) investing activities 82,085 ( 1,876,253 ) Cash flows from financing activities Proceeds from public offering, net of offering costs 4,940,695 — Proceeds from issuance of convertible notes, net of issuance costs — 3,882,884 Proceeds from issuance of convertible notes, net of issuance costs - related party — 1,941,442 Proceeds from exercise of options 24,249 24,251 Net cash provided by financing activities 4,964,944 5,848,577 Effect of exchange rate changes on cash 1,941 ( 5,796 ) Net decrease in cash, cash equivalents and restricted cash ( 653,251 ) ( 8,278 ) Cash and cash equivalents at beginning of period 6,506,750 6,515,028 Cash, cash equivalents and restricted cash at end of period $ 5,853,499 $ 6,506,750 Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets Cash and cash equivalents 4,622,331 6,506,750 Restricted cash 1,231,168 — Total cash, cash equivalents, and restricted cash $ 5,853,499 $ 6,506,750 Supplemental cash flow information Vesting of restricted stock units $ 231,621 $ 340,334 Conversion of convertible notes $ — $ 910,000 Cash paid for interest $ 412,573 $ 257,778 Supplemental noncash investing and financing information Fair value of warrants issued in connection with the offering $ 168,881 $ — Purchase and assignment of convertible note by related party $ 1,000,000 $ — The accompanying notes are an integral part of these audited consolidated financial statements. F- 6 Notes to Consolidated Financial Statements Note 1: Organization and Summary of Significant Accounting Policies Description of Business Description of Business Dyadic, d/b/a Dyadic Applied BioSolutions, is a global biotechnology platform company headquartered in Jupiter, Florida, with operations in the U.S. and the Netherlands. We aim to develop and commercialize scalable, non-animal protein production platforms to meet growing global demand across the life sciences, food and nutrition, and bio-industrial markets. Effective August 1, 2025, we are doing business as Dyadic Applied BioSolutions. This rebranding initiative marks a strategic transition from a research-driven organization to a commercially focused enterprise. The new name and visual identity better reflect the emphasis on delivering applied biotechnology solutions through our patented and proprietary Dapibus™ and C1 gene expression platforms. Our proprietary platforms—Dapibus™ and C1—are designed for rapid, cost-effective, and flexible production of high-value proteins, enabling partners to reduce development timelines and manufacturing costs. Our focus is to commercialize high-value, non-therapeutic proteins in the life sciences, food, nutrition and industrial bioprocessing sectors. These proteins avoid the regulatory complexity and high costs associated with therapeutic biologics, enabling faster time to revenue, broader market reach, and long-term supply agreements. Our recent significant milestones across both food and nutrition as well as fully funded legacy collaborations, such as with the Gates Foundation, underscore our strategic shift to revenue-focused bioprocessing protein platforms from therapeutic and vaccine development. Liquidity and Capital Resources In accordance with FASB Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern (“Topic 205-40”), management is required to evaluate whether there are conditions and events, considered in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the issuance date of the Company’s condensed interim financial statements. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company expects to incur losses and have negative net cash flows from operating activities as it continues developing its Dapibus TM and C1 microbial protein production platforms and related products, and as it expands its pipelines and engages in further research and development activities for internal products as well as for its third-party collaborators and licensees. The success of the Company depends on its ability to develop its technologies and products to the point of regulatory approval, commercialization, and subsequent revenue generation or through the sublicensing of the Company’s technologies and products, and its ability to raise capital to finance these developmental efforts. On March 8, 2024, the Company issued an aggregate principal amount of $ 6.0 million of its 8.0 % Senior Secured Convertible Promissory Notes (the “Convertible Notes”) in a private placement. The purchasers of the Convertible Notes included immediate family members and family trusts related to Mark Emalfarb, our President and Chief Executive Officer and a member of our Board of Directors, including The Francisco Trust, an existing holder of more than 5% of the Company’s outstanding common stock (collectively, the “Purchasers”). The net proceeds from the sale of Convertible Notes, after deducting offering expenses, were $ 5,824,326 . The Company intends to use the net proceeds from the offering of the Convertible Notes for working capital and general corporate purposes. F- 7 The Convertible Notes are senior, secured obligations of Dyadic and its affiliates, and interest is payable quarterly in cash on the principal amount equal to 8 % per annum. The Convertible Notes, as amended, will mature on December 31, 2027 (the “Maturity Date”), unless earlier converted, repurchased, or redeemed in accordance with the terms of the Convertible Notes. The Convertible Notes can be converted into shares of common stock, at the option of the holders of the Convertible Notes (the “Noteholders”) at any time prior to the Maturity Date. During the year ended December 31, 2024, $ 910,000 of Convertible Notes were converted into 556,623 shares of common stock. For more information regarding the Convertible Notes, including the covenants related thereto, see Note 5 to the Consolidated Financial Statements. On May 1, 2025, the Company amended the Convertible Notes to extend the Redemption Date (as defined in the Convertible Notes) to December 1, 2026. On September 15, 2025, the Company amended the security agreement 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 . On December 23, 2025, the Company entered into an additional amendment to the Convertible Notes, pursuant to which (i) the Maturity Date (as defined in the Convertible Notes) was extended from March 8, 2027 to December 31, 2027, (ii) the conversion price at which the Convertible Notes are convertible into shares of the Company’s common stock was set at $ 1.05 per share of common stock, and (iii) except in the case of an Event of Default (as defined in the Convertible Notes), the holders no longer have the right to elect to have the Company redeem all, or any part, of the principal amount then remaining under the Convertible Note. The Convertible Notes contain customary covenants, and the Securities Purchase Agreement relating to the Convertible Notes also contains certain affirmative and negative covenants (including, without limitation, restrictions on our ability to incur indebtedness, permit liens, make dividends or certain debt payments or consummate certain affiliate transactions). The Company was in compliance with its covenants with respect to the Convertible Notes as of December 31, 2025. On November 16, 2024, Dyadic entered into an agreement with the Gates Foundation relating to a grant in the amount of $ 3,092,000 awarded from the Gates Foundation for the cell line development of monoclonal antibodies targeting respiratory syncytial virus and malaria utilizing the Company’s C1 platform to provide globally accessible treatment options for underserved populations (the “Gates Foundation Grant”). Funds received in advance that have not been spent are recorded as restricted cash in the Company’s consolidated balance sheets. On March 20, 2025, the Company received a funding award (the “CEPI Grant”) from Coalition for Epidemic Preparedness (“CEPI”) to advance Dyadic’s C1 platform through a $ 4.5 million grant through Fondazione Biotecnopolo di Siena (“FBS”) to accelerate recombinant protein vaccine development and manufacturing. The funding will support antigen design, cell line development, optimization, characterization, and scale-up to cGMP manufacturing. If successful, the next phase will focus on selecting a CEPI-priority pathogen antigen. Dyadic, as a subcontractor, will receive up to $ 2.4 million of the total grant funding. On August 1, 2025, the Company completed an underwritten offering of 6,052,000 shares of the Company’s common stock (the “Offering”) pursuant to an underwriting agreement, dated July 30, 2025, between the Company and Craig-Hallum Capital Group LLC (“Craig-Hallum”). The public offering price in the Offering was $ 0.95 per share of common stock. The net proceeds to the Company from the Offering were $ 4.9 million, after deducting legal expenses, underwriting discounts and commissions, and other offering expenses. The Company has been using the net proceeds of the Offering for working capital and general corporate purposes, such as product development, sales and marketing. On March 6, 2026, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time, at its option, shares of the Company’s common stock having an aggregate offering price of up to $ 4,238,000 from time to time through the Sales Agent, including block trades and sales made in ordinary brokers’ transactions directly on Nasdaq or any other trading market for the Company’s common stock at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices (the “At-The-Market Equity Offering Program”). Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts to sell the shares of the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other parameters or conditions the Company may impose), in exchange for a commission of up to 3.0% of the aggregate gross sale proceeds. The Company is not obligated to sell any shares of common stock under the Sales Agreement, and the Company or the Sales Agent may at any time suspend or terminate offerings of shares under the At-The-Market Equity Offering Program upon notice to the other party and subject to other conditions. As of the date of this Annual Report , there were no shares sold under the Sales Agreement. The Company expects its existing cash, cash equivalents, restricted cash and its investment securities, including accrued interest, totaling approximately $ 8.6 million as of December 31, 2025, will be sufficient to meet its operational, business, and other liquidity requirements for at least the next twelve (12) months from the date of issuance of the financial statements contained in this Annual Report. However, the Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. In the event our financing needs are not able to be met by our existing cash, cash equivalents and investments, we would seek to raise additional capital through strategic financial opportunities that could include, but are not limited to, future public or private equity offerings, collaboration agreements, convertible notes or other debt instruments, and/or other means. Any amount raised may be used for the further development and commercialization of product candidates, and for other working capital purposes. There is no guarantee that any of these strategic or financing opportunities will be executed or realized on favorable terms, if at all, and some could be dilutive to existing shareholders. F- 8 The Company expects its existing cash, cash equivalents, restricted cash and its investment securities, including accrued interest, totaling approximately $ 8.6 million as of December 31, 2025, will be sufficient to meet its operational, business, and other liquidity requirements for at least the next twelve (12) months from the date of issuance of the financial statements contained in this Annual Report. For more information on recent equity raises by the Company, see Notes 7 and 10. However, the Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. In the event our financing needs are not able to be met by our existing cash, cash equivalents and investments, we would seek to raise additional capital through strategic financial opportunities that could include, but are not limited to, future public or private equity offerings, collaboration agreements, convertible notes or other debt instruments, and/or other means. Any amount raised may be used for the further development and commercialization of product candidates, and for other working capital purposes. There is no guarantee that any of these strategic or financing opportunities will be executed or realized on favorable terms, if at all, and some could be dilutive to existing shareholders. Basis of Presentation The accompanying audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Dyadic consolidates entities in which we have a controlling financial interest. We consolidate our subsidiaries in which we hold and/or control, directly or indirectly, more than 50% of the voting rights. All significant intra-entity transactions and balances have been eliminated in consolidation. These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Segment Information Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or CODM, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s senior management team that includes the Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer. The Company views its operations as and manages its business in one operating segment, which is the business of developing and commercializing synthetic protein products using the Company’s proprietary microbial platforms, including Dapibus™ and C1 . Segment information is further described in Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K. Use of Estimates The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amount of assets and liabilities and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the applicable period. Estimates inherent in the preparation of these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrued expenses, stock-based compensation expense, warrants, and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Actual results may differ from these estimates under different assumptions or conditions. Such differences could be material to the consolidated financial statements. Concentrations and Credit Risk The Company’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, investment securities, and accounts receivable. At times, the Company has cash, cash equivalents, and investment securities at financial institutions exceeding the Federal Depository Insurance Company (“FDIC”) and the Securities Investor Protection Corporation (“SIPC”) insured limit on domestic currency and the Netherlands’ Dutch Deposit Guarantee Scheme (“DDGS”), the FDIC counterpart for foreign currency. The Company only deals with reputable financial institutions and has not experienced any losses in such accounts. For the years ended December 31, 2025 and 2024 , the Company’s revenue was generated from 14 and 19 customers, respectively. As of December 31, 2025 and 2024, the Company’s accounts receivable was from four and nine customers, respectively. Significant customers are those that account for greater than 10% of the Company’s revenues. For the years ended December 31, 2025 and 2024, two significant customers accounted for approximately $ 1,859,000 or 60.1 % and $ 1,915,000 or 54.8 % of revenue, respectively. As of December 31, 2025 and 2024, two and three customers accounted for approximately $ 917,000 or 84.1 % and $ 158,000 or 66.9 % of accounts receivable, respectively. The loss of business from one or a combination of the Company’s customers could adversely affect its operations. The Company conducts operations in the Netherlands through its foreign subsidiary and generates a portion of its revenues from customers that are located outside of the United States. For the years ended December 31, 2025 and 2024 , the Company had three and eleven customers outside of the United States (i.e., European and Asian customers) that accounted for approximately $ 1,032,000 or 33.4 % and $ 1,526,000 or 43.7 % of total revenue, respectively. As of December 31, 2025 and 2024 , the Company had two and four customers outside of the United States (i.e., European and Asian customers) that accounted for approximately $ 916,953 or 84.1 % and $ 146,000 or 61.5 % of accounts receivable, respectively. The Company uses CROs to conduct its research projects and manage its clinical trials. For the years ended December 31, 2025 and 2024 , two CROs accounted for approximately $ 3,635,000 or 90.9 % and $ 2,389,000 or 93.0 % of total research serv ices we purchased, respectively. As of December 31, 2025 and 2024 , two CROs accounted for approximately $ 571,149 or 67.0 % and $ 284,000 or 58.9 % of ac counts payable, respectively . The loss of business from one of these CROs or a combination of them could adversely affect the Company’s operations. F- 9 Cash and Cash Equivalents We treat highly liquid investments with original maturities of three months or less when purchased as cash equivalents, including money market funds, which are unrestricted for withdrawal or use. Investment Securities The Company’s investment policy requires investment securities to be investment grade and held to maturity with the primary objective to maintain a high degree of liquidity while maximizing yield. The Company invests excess cash balances in short-term and long-term investment grade securities. Short-term investment securities mature within twelve (12) months or less, and long-term investment securities mature over twelve (12) months from the applicable reporting date. Management determines the appropriate classification of each investment at the time of purchase and reevaluates the classifications at each balance sheet date. The Company classifies its investments in debt securities as held-to-maturity. Held-to-maturity securities are those securities that the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at amortized cost, net of allowance for credit losses if applicable, and adjusted for the amortization or accretion of premiums or discounts. Premiums and discounts are amortized over the life of the related held-to-maturity security. When a debt security is purchased at a premium, both the face value of the debt and premium amount are reflected as investing outflow. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s cost basis. The Company measures expected credit losses on held to maturity debt securities on an individual security basis. The estimate of expected credit losses considers historical credit information from external sources. The impairment of the investment that is related to the credit loss, if any, is expensed in the period in which the event or change occurred. As of December 31, 2025 and 2024, all of our money market funds were invested in U.S. Government money market funds. The Company did not have any investment securities classified as trading as of December 31, 2025 and 2024. Restricted cash Restricted cash represents amounts subject to restrictions under an agreement with the Gates Foundation. These funds may need to be refunded and are limited to use as specified in the agreement. The restriction on these funds lapses as the Company fulfills its obligations under the agreement. Amounts expected to be used within the next twelve (12) months are classified as current. Accounts Receivable Accounts receivable consists of billed receivables currently due from customers and unbilled receivables. Unbilled receivables represent the excess of contract revenue (or amounts reimbursable under contracts) over billings to date. Such amounts become billable in accordance with the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. Accounts receivable are stated net of an allowance for credit losses, if deemed necessary based on the Company’s evaluation of collectability and potential credit losses. Management assesses the collectability of its accounts receivable using the specific identification of account balances and considers the credit quality and financial condition of its significant customers, historical information regarding credit losses and the Company’s evaluation of current and expected future economic conditions and changes in our customer collection trends. If necessary, an allowance for credit losses is recorded against accounts receivable such that the carrying value of accounts receivable reflects the net amount expected to be collected. Accounts receivable balances are written off against the allowance for credit losses when the potential for collectability is considered remote. Substantially all of our accounts receivable were current and include unbilled amounts that will be billed and collected over the next twelve (12) months. Management determined that no allowance for credit losses was required as of December 31, 2025 and 2024. F- 10 Accounts receivable consists of the following: Schedule of Accounts Receivables 2025 2024 December 31, 2025 2024 Billed receivable $ 487,741 $ 173,993 Unbilled receivable $ 602,556 63,034 Accounts receivable $ 1,090,297 $ 237,027 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets 2025 2024 December 31, 2025 2024 Prepaid insurance $ 165,386 $ 182,270 Prepaid expenses - various 51,346 117,560 Prepaid taxes 2,335 3,236 Prepaid expenses and other current assets $ 219,067 $ 303,066 Accounts Payable Accounts payable consists of the following: Schedule of Accounts Payable 2025 2024 December 31, 2025 2024 Research and development expenses $ 627,063 $ 340,698 Legal expenses 133,724 68,420 Other 91,237 73,202 Accounts payable $ 852,024 $ 482,320 Accrued Expenses Accrued expenses consists of the following: Schedule of Accrued Expenses 2025 2024 December 31, 2025 2024 Employee wages and benefits $ 395,459 $ 496,905 Research and development expenses 493,992 437,196 Legal expenses 78,523 25,000 Other — 11,360 Accrued expenses $ 967,974 $ 970,462 Revenue Recognition The Company has no products approved for sale. All our revenue to date has been research revenue from third -party collaborations and government grants, as well as revenue from sublicensing agreements and collaborative arrangements, which may include upfront payments, options to obtain a license, payment for research and development services, milest one payments and royalties, in the form of cash or non-cash considerations (e.g., minority equity interest). F- 11 Revenue related to research collaborations and agreements: The Company typically performs research and development services as specified in each respective agreement on a best-efforts basis, and recognizes revenue from research funding under collaboration agreements in accordance with the 5 -step process outlined in ASC Topic 606 (“Topic 606”): (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We recognize revenue when we satisfy a performance obligation by transferring control of the service to a customer in an amount that reflects the consideration that we expect to receive. Depending on how the performance obligation under our license and collaboration agreements is satisfied, we recognize the revenue either at a point in time or over time by using the input method under Topic 606 to measure the progress toward complete satisfaction of a performance obligation. Under the input method, revenue will be recognized based on the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. The Company believes that the cost-based input method is the best measure of progress to reflect how the Company transfers its performance obligation to a customer. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs to fulfill the performance obligation. These costs consist primarily of full-time equivalent effort and third -party contract costs. Revenue will be recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligations. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company’s performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company’s performance obligations will be recorded in the period in which changes are identified, and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. Revenue related to grants: T he Company may receive grants from governments, agencies, and other private and not -for-profit organizations. These grants are intended to be used to partially or fully fund the Company’s research collaborations . However, most, if not all, of such potential grant revenues, when received, is expected to be earmarked for third parties to advance the research required, including preclinical and clinical trials. Revenue related to sublicensing agreements: If the sublicense to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue allocated to the license when technology is transferred to the customer and the customer can use and benefit from the license. Customer options: If the sublicensing agreement includes customer options to purchase additional goods or services, the Company will evaluate if such options are considered material rights to be deemed as separate performance obligations at the inception of each arrangement. Milestone payments: At the inception of each arrangement that includes development, commercialization, and regulatory milestone payments, the Company evaluates whether the achievement of the milestones is considered probable and estimates the amount to be included in the transaction price. If the milestone payment is in exchange for a sublicense and is based on the sublicensee’s subsequent sale of product, the Company recognizes milestone payment by applying the accounting guidance for royalties. Royalties: With respect to licenses deemed to be the predominant item to which the sales-based royalties relate, including milestone payments based on the level of sales, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its sublicensing arrangements. We invoice customers based on our contractual arrangements with each customer, which may not be consistent with the period that revenues are recognized. When there is a timing difference between when we invoice customers and when revenues are recognized, we record either a contract asset (unbilled accounts receivable) or a contract liability (deferred research and development obligations), as appropriate. If upfront fees or considerations related to sublicensing agreement are received prior to the technology transfer, the Company will record the amount received as deferred revenue from licensing agreement. F- 12 We are not required to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. The Company adopted a practical expedient to expense sales commissions when incurred because the amortization period would be one year or less. Leases The Company determines if an arrangement is, or contains, a lease at contract inception and during modifications or renewal of existing leases. The Company does not recognize leases with terms of twelve months or less on the balance sheet. Options to extend or terminate a lease are not included in the Company’s initial lease term assessment, unless there is reasonable certainty that the Company will exercise any such option. Leases are classified as either finance leases or operating leases based on criteria in Accounting Standards Codification (“ASC”) 842. For operating leases, right-of-use assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses an estimated rate of interest that they would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The operating lease right-of-use asset also includes any lease payments made and excludes any lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. In August 2023, the Company entered into a lease (“1044 N Lease”) for office space for its corporate headquarters located at 1044 N US 1, Jupiter, Florida, commencing September 1, 2023 (“Commencement Date”) and expiring on August 31, 2026. Rent is subject to three percent (3%) annual increases, and the Company is responsible for certain common area maintenance charges and taxes throughout the life of the 1044 N Lease. The 1044 N Lease has an initial term of three ( 3 ) years, following the Commencement Date with an option to extend for two (2) successive one ( 1 ) year terms. The options were not included in the lease term used in determining the right-of-use asset or lease liability as the Company did not consider it reasonably certain they would exercise the options. For the years ended December 31, 2025 and 2024 , the Company’s total operating lease expenses was $ 119,537 and $ 106,785 , respectively. As of December 31, 2025 , the Company’s total operating lease liabilities was $ 34,621 , which is presented net of imputed interest o f $ 1,017 , and the oper ating lease right-of-use asset was $ 38,535 . As of December 31, 2024, the Company’s total operating lease liabilities was $ 88,870 , which is presented net of imputed interest of $ 6,669 , and the operating lease right-of-use asset was $ 92,211 . As of December 31, 2025 , the weighted average remaining lease term was 0.7 years, and the weighted average discount rate was 8.8 %. Research and Development Costs Research and development (“R&D”) costs are expensed as incurred. R&D costs are related to the Company’s internally funded pharmaceutical programs and other governmental and commercial projects. Research and development costs consist of personnel-related costs, facilities, research-related overhead, services from independent contract research organizations, and other external costs. Research and development costs, during the years ended December 31, 2025 and 2024 were as follows: Schedule of Research and Development Costs 2025 2024 Years Ended December 31, 2025 2024 Outside contracted services $ 1,700,828 $ 1,503,397 Personnel related costs 412,429 473,444 Facilities, overhead and other 41,409 67,412 Research and development costs $ 2,154,666 $ 2,044,253 F- 13 Foreign Currency Transaction Gain or Loss The Company and its foreign subsidiary use the U.S. dollar as its functional currency and initially measure the foreign currency denominated assets and liabilities at the transaction date. Monetary assets and liabilities are then re-measured at exchange rates in effect at the end of each period, and property and non-monetary assets and liabilities are converted at historical rates. Fair Value Measurements The Company applies fair value accounting for certain financial instruments that are recognized or disclosed at fair value in the financial statements. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: ● Level 1 – Quoted prices in active markets for identical assets or liabilities. ● Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The Company’s financial instruments included cash and cash equivalents, investment in debt securities, accounts receivable, accounts payable and accrued expenses, accrued payroll and related liabilities, deferred research and development obligations and deposits. The carrying amount of these financial instruments, except for investment in debt securities, approximates fair value due to the short-term maturities of these instruments. The Company’s short-term and long-term investments in debt securities are recorded at amortized cost, and their estimated fair value amounts are provided by the third-party broker service for disclosure purposes. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, “Income Taxes”. Under this method, income tax expense /(benefit) is recognized for: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized. In determining taxable income for the Company’s consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process requires the Company to make certain estimates of our actual current tax exposure and assessment of temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, the Company must consider all available positive and negative evidence including its past operating results, the existence of cumulative losses in the most recent years and its forecast of future taxable income. Significant management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. The Company is required to evaluate the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability should be recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefits, because it represents a company’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provision of ASC 740 . F- 14 Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and other revenue, expenses, gains and losses that are recorded as an element of shareholders’ equity but are excluded from net income (loss) under U.S. GAAP. The Company does not have any significant transactions that are required to be reported in other comprehensive income (loss), and therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements. Stock-Based Compensation We recognize all share-based payments to employees, consultants, and our Board of Directors (the “Board”), as non-cash compensation expense, in research and development expenses or general and administrative expenses in the consolidated statement of operations based on the grant date fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur. For performance-based awards, the Company recognizes related stock-based compensation expense based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted net loss per share adjusts the weighted average number of common stock outstanding for the potential dilution that could occur if common stock equivalents, such as stock options, warrants, restricted stock, restricted stock units and convertible debt, were exercised and converted into common stock, calculated by applying the treasury stock method. For the years ended December 31, 2025 and 2024 , the effect of the potential exercise of options to purchase 5,362,722 and 5,788,597 shares of common stock, respectively, were excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted ASU 2023-09 for the year ended December 31, 2025. See Note 8 for more details. . On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”) of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system, including the allowance of 100% expensing of qualified asset expenditures, immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain other provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for 2025, beginning January 19, 2025. The adoption of this guidance does not have any material impact on our financial position and our results of operations. New Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 enhances the disclosures about an entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for annul periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides entities with a practical expedient to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers (“ASC 606”) by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The adoption of ASU 2025-05 is not expected to have a material impact on the Company’s results of operations, financial position or liquidity or its related financial statement disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies and reorganizes existing interim reporting guidance, including the scope of Topic 270 and interim disclosure requirements, and introduces a disclosure principle requiring entities to disclose material events or changes occurring since the most recent annual reporting period. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures. Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the SEC did not or are not expected to have a material effect on the Company’s consolidated financial statements or related disclosures. F- 15 Note 2 : Cash, Cash Equivalents, Restricted Cash and Short-term Investments The Company’s investments in debt securities are classified as held-to-maturity and are recorded at amortized cost, net of allowance for credit losses, and its investments in money market funds are classified as available-for-sale securities and presented as cash equivalents on the consolidated balance sheets. The following table shows the Company’s cash, available-for-sale securities, and investment securities by major security type as of December 31, 2025 and 2024: Schedule of Cash and Cash Equivalents and Investments December 31, 2025 Allowance Gross Gross for Unrealized Unrealized Level (1) Fair Value Credit Losses Holding Gains Holding Losses Adjusted Cost Assets: Cash deposit 1 $ 143,752 $ — $ — $ — $ 143,752 Money market funds (2) 1 5,709,747 — — — 5,709,747 Short-term investment in corporate bonds (3)(4)(5) 2 2,700,344 — 1,973 ( 290 ) 2,698,661 Total financial assets $ 8,553,843 $ — $ 1,973 $ ( 290 ) $ 8,552,160 Reconciliation to cash, cash equivalents and investments on condensed consolidated balance sheet Minus: Restricted cash ( 1,231,168 ) Total cash, cash, cash equivalents and investments $ 7,320,992 December 31, 2024 Allowance Gross Gross for Unrealized Unrealized Level (1) Fair Value Credit Losses Holding Gains Holding Losses Adjusted Cost Assets: Cash deposit 1 $ 926,287 $ — $ — $ — $ 926,287 Money market funds (2) 1 5,580,463 — — — 5,580,463 Short-term investment in corporate bonds (3)(4)(5) 2 2,756,428 — — ( 149 ) 2,756,577 Total financial assets $ 9,263,178 $ — $ — $ ( 149 ) $ 9,263,327 Notes: ( 1 ) Definition of the three-level fair value hierarchy: ● Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities ● Level 2 - Other inputs that are directly or indirectly observable in the markets ● Level 3 - Inputs that are generally unobservable (2) All our money market funds were invested in U.S. Government money market funds. (3) Short-term investment securities will mature within 12 months or less, from the applicable reporting date. ( 4 ) For the years ended December 31, 2025 and 2024, the Company received discounts of $ 63,096 and $ 78,770 to purchase held-to-maturity investment securities, respectively. (5) The Company considers the decline in the market value of its investment portfolio to be temporary in nature. As of December 31, 2025, the Company did not consider any of its investments to be other-than-temporarily impaired and no allowance for credit losses was recorded. The Company considers declines in market value of its investment portfolio to be temporary in nature. The Company’s investment policy requires investment securities to be investment grade and held to maturity with the primary objective to maintain a high degree of liquidity while maximizing yield. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates, and whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s cost basis. As of December 31, 2025, the Company does not consider any of its investments to be other-than-temporarily impaired. F- 16 Note 3: Research and Collaboration Agreements, Sublicense Agreements, and Investments in Privately Held Companies Gates Foundation Grant In November 2024, the Gates Foundation awarded the Company a grant in the amount of approximately $ 3,092,000 for the cell line development of monoclonal antibodies targeting respiratory syncytial virus and malaria utilizing the Company’s C1 platform to provide globally accessible treatment options for underserved populations (the “Gates Foundation Grant”). As of December 31, 2025, the Company has received approximately $ 2.4 million of the Gates Foundation Grant. The remaining award of approximately $ 0.7 million is expected to be received in June 2026, subject to potential modifications of timing and amounts. The Company is required to apply the funds it receives under the agreement towards direct costs for the applicable funded projects, less than 15% of such funds, may be applied toward general overhead and administrative expenses that support the entire operations of the Company. The Company receives funding in advance and tracks and reports eligible expenses incurred to the Gates Foundation. Funds received in advance that have not been spent are recorded as r estricted cash and as deferred research and development obligations in the Company’s consolidated balance sheets. As the Company incurs costs associated with research and development related to the project, on a monthly basis, the Company reclasses amounts from the grant to recognize grant revenue and cost of grant revenue. The deferred research and development obligations also include grant funds spent but not yet expensed in accordance with GAAP. The grant agreement includes the Gates Foundation’s discretionary termination provisions. Any grant funds that have not been used or committed to the funded project must be returned promptly to the Gates Foundation upon expiration or termination of the agreement. As of December 31, 2025, the Company had r estricted cash of $ 1,231,168 and deferred research and development obligations of $ 1,306,573 related to the Gates Foundation Grant. For the years ended December 31, 2025, and 2024, the Company recognized grant revenue of $ 1,094,315 and $ 0 , respectively, in connection with the Gates Foundation Grant. For the years ended December 31, 2025, and 2024, the Company recognized cost of grant revenue of $ 1,000,263 and $ 0 , respectively, in connection with the Gates Foundation Grant. Coalition for Epidemic Preparedness Innovations (CEPI) Grant On March 20, 2025, the Company received a funding award from CEPI to advance Dyadic’s C1 platform through a $ 4.5 million grant through Fondazione Biotecnopolo di Siena (“FBS”) to accelerate recombinant protein vaccine development and manufacturing. The funding will support antigen design, cell line development, optimization, characterization, and scale-up to cGMP manufacturing. If successful, the next phase will focus on selecting a CEPI-priority pathogen antigen. Dyadic, as a subcontractor, will receive up to $ 2.4 million of the total grant. The Company will be reimbursed for research and development expenses in arrears on a quarterly basis. As of December 31, 2025, the Company has an unbilled receivable of $ 460,677 related to the CEPI Grant. For the year ended December 31, 2025, the Company recognized grant revenue of $ 763,719 and cost of grant revenue of $ 718,900 . There was no revenue or cost of revenue recognized for the year ended December 31, 2024. Proliant On June 27, 2024 , the Company entered into a License and Development Agreement (the “Proliant Agreement”) with Proliant Biologicals, LLC d/b/a Proliant Health and Biologicals (“Proliant”), pursuant to which, Proliant will license Dyadic’s proprietary fungal microbial expression and production platforms and microbial strains for the production of recombinant serum albumin, for an initial period of 10 years with an option to extend for an additional 3 years under certain circumstances. Under the terms of the Proliant Agreement, Dyadic has received an initial upfront payment of $ 500,000 and a second payment of $ 500,000 upon the completion of the transfer of a Production Strain (as defined in the Proliant Agreement) for the year ended December 31, 2024. On October 14, 2025, the Company achieved the productivity threshold and received the final milestone payment of $ 500,000 , which it is required to reinvest to further the commercialization of the product. As of December 31, 2025, the Company has recognized $ 227,000 of research and development revenue and the remaining $ 273,000 is recorded as deferred revenue. Upon commencing commercial sales of animal-free recombinant serum albumin products, the Company anticipates receiving royalties in 2026, based on a specified percentage of the gross margin received by Proliant, as defined in the Proliant Agreement. Inzymes ApS On September 18, 2023, Dyadic International (USA) Inc., a subsidiary of the Company, signed a Development and Exclusive License Agreement (the “Inzymes Agreement”) with Inzymes ApS (“Inzymes”), a Denmark corporation, to develop and commercialize certain non-animal dairy enzymes used in the production of food products using Dyadic’s proprietary Dapibus™ platform. In October 2023, the Company received an upfront payment of $ 600,000 in accordance with the terms of the Inzymes Agreement. On October 11, 2024, the Inzymes Agreement was amended (“the Amended Inzymes Agreement”) to change the scope of research and development services required under the agreement as well as adjust the success fees upon the achievement of certain target yields, milestone payments upon first commercial sale of each product and royalties. For the year ended December 31, 2025, the Company recognized milestone revenue of $ 250,000 upon the achievement of commercially viable target yield related to the Inzymes Agreement. For the year ended December 31, 2024, the Company recognized license revenues of $ 890,169 , including success fees upon the achievement of target yield of one related product, as well as research and development revenues of $ 25,000 related to the Amended Inzymes Agreement. In the first quarter of 2026, the first product, recombinant non-animal bovine chymosin, completed final development activities and recorded the first commercial sale. Upon achievement of this milestone, the Company received a payment of $ 200,000 in February 2026 and remains eligible to receive royalties on future sales. The Company anticipates additional milestone payments from the second product sales during the remainder of 2026. F- 17 Note 4 : Commitments and Contingencies Leases Jupiter Florida Headquarters The Company leases approximately 1,719 square feet of office space for its headquarters located at 1044 N US 1, Jupiter, Florida. The lease commenced on September 1, 2023 and expires on August 31, 2026, with an option to extend for two successive one-year terms. The annual base rent is approximately $ 59,000 , excluding common area maintenance expenses. The Netherlands Office The Company maintains a small satellite office in Wageningen, The Netherlands, where it occupies flexible office space with an annual rental rate of approximatel y $ 5,000 . The lease expires on January 31, 2027 , and thereafter, the Company will reassess its office space needs to align with the future operations of the Company. As of December 31, 2025 , the future minimum annual lease payments under the Company’s operating leases total $ 36,000 for 2026. There are no future minimum annual lease payments after 2026. Purchase Obligations Purchase obligations are primarily related to our contracts with the Company’s contract research organizations to provide certain research services. The contracts set forth the Company’s minimum purchase requirements that are subject to adjustments based on certain performance conditions. As of December 31, 2025 , the commitments related to agreements to purchase certain services in the ordinary course of business are below. All current contracts expire in or before 2027 . Schedule of Purchase Obligation 2026 $ 2,007,459 2027 369,580 2028 — Total $ 2,377,039 F- 18 Legal Proceedings From time to time, the Company is subject to legal proceedings, asserted claims and investigations in the ordinary course of business, including commercial claims, employment and other matters, which management considers immaterial, individually and in the aggregate. The Company is not currently involved in any litigation that it believes could have a materially adverse effect in our financial condition or results of operations. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The requirement for these provisions is reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable and costly. Protracted litigation and/or an unfavorable resolution of one or more of proceedings, claims or investigations against the Company could have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations. Note 5: Convertible Notes On March 8, 2024, the Company issued an aggregate principal amount of $ 6.0 million of its 8.0 % Senior Secured Convertible Promissory Notes (the “Convertible Notes”) in a private placement. The purchasers of the Convertible Notes included immediate family members and family trusts related to Mark Emalfarb, our President and Chief Executive Officer and a member of our Board of Directors, including The Francisco Trust, an existing holder of more than 5% of the Company’s outstanding common stock (collectively, the “Purchasers”). The net proceeds from the sale of Convertible Notes, after deducting offering expenses, were $ 5,824,326 . The Company intends to use the net proceeds from the offering of the Convertible Notes for working capital and general corporate purposes. The Convertible Notes are senior, secured obligations of Dyadic and its affiliates, and interest is payable quarterly in cash on the principal amount equal to 8 % per annum. The Convertible Notes, as amended, will mature on December 31, 2027 (the “Maturity Date”), unless earlier converted, repurchased, or redeemed in accordance with the terms of the Convertible Notes. The Convertible Notes can be converted into shares of common stock, at the option of the holders of the Convertible Notes (the “Noteholders”) at any time prior to the Maturity Date. 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 three 3 -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 at which the Convertible Notes are convertible into shares of the Company’s common stock was set at $ 1.40 per share, and (ii) the Redemption Date (as defined in the Amendment) was extended to any of the 26, 29 and 32-month anniversaries of the original issue date of the Convertible Notes. On May 1, 2025, the Company amended the Convertible Notes to extend the Redemption Date (as defined in the Convertible Notes) to December 1, 2026. On September 15, 2025, the Company amended the security agreement 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 . On December 23, 2025, the Company entered into an additional amendment to the Convertible Notes, pursuant to which (i) the Maturity Date (as defined in the Convertible Notes) was extended from March 8, 2027 to December 31, 2027, (ii) the conversion price at which the Convertible Notes are convertible into shares of the Company’s common stock was set at $ 1.05 per share of common stock, and (iii) except in the case of an Event of Default (as defined in the Convertible Notes), the holders no longer have the right to elect to have the Company redeem all, or any part, of the principal amount then remaining under the Convertible Note. F- 19 The Company assessed each of the Amendments 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 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 year ended December 31, 2025, $ 412,573 of interest was paid and debt issuance costs of $ 48,697 were amortized and recorded in interest expense in the consolidated statements of operations. As of December 31, 2025, accrued interests on the Convertible Notes to related parties and other third parties were $ 41,800 and $ 60,000 , respectively. As of December 31, 2025, accumulated amortized debt issuance costs were $ 85,073 . For the year ended December 31, 2024, $ 257,778 of interest was paid and debt issuance costs of $ 63,020 were amortized and recorded in interest expense in the consolidated statements of operations. As of December 31, 2024, accrued interests on the Convertible Notes to related parties and other third parties were $ 27,173 and $ 80,000 , respectively. As of December 31, 2024, accumulated amortized debt issuance costs were $ 36,376 . 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 December 31, 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 12/31/27 8 % $ 1,000,000 $ — $ — $ 1,000,000 Francisco Trust dated 2/28/1996 (2) 03/08/24 12/31/27 8 % 1,000,000 — — 1,000,000 Bradley Emalfarb (3) 03/08/24 12/31/27 8 % 500,000 — ( 500,000 ) — Bradley Scott Emalfarb Irrevocable Trust (3) 03/08/24 12/31/27 8 % 410,000 — ( 410,000 ) — Emalfarb Descendent Trust (4) 03/08/24 12/31/27 8 % 90,000 — — 90,000 Convertible Notes - Related Party $ 3,000,000 $ — $ ( 910,000 ) 2,090,000 Unamortized Debt Issuance Costs - Related Party ( 26,260 ) Net Carrying Amount $ 2,063,740 Convertible Notes - Third Party (1) 03/08/24 12/31/27 8 % $ 3,000,000 $ — $ — 3,000,000 Unamortized Debt Issuance Costs - Third Party ( 37,696 ) Net Carrying Amount $ 2,962,304 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 anther third party holder of the Convertible Notes. 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 December 31, 2025, the amount of accrued interest for the MAE Trust was $ 20,000 . (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 December 31, 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 December 31,2025, 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 December 31, 2025, the amount of accrued interest for the Emalfarb Descendant Trust, was $ 1,800 . The Convertible Notes contain customary covenants, and the Securities Purchase Agreement relating to the Convertible Notes also contains certain affirmative and negative covenants (including, without limitation, restri ctions on our ability to incur indebtedness, permit liens, make dividends or certain debt payments or consummate certain affiliate transactions). The Company was in compliance with its covenants with respect to the Convertible Notes as of December 31, 2025. F- 20 Note 6: Share-Based Compensation Description of Equity Plans The 2021 Equity Incentive Award Plan (the “2021 Plan”) was adopted by the Company’s Board of Directors on April 9, 2021 and approved by the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) on June 11, 2021. The 2021 Plan serves as a successor to the Company’s 2011 Equity Incentive Plan (the “2011 Plan”). Since the adoption of the 2021 Plan, all equity awards were made from the 2021 Plan and no additional awards will be granted under the 2011 Plan. The 2021 Plan provides for the issuance of a variety of share-based compensation awards, including stock options, restricted stock awards, restricted stock unit awards, performance awards, dividend equivalents awards, deferred stock awards, stock payment awards and stock appreciation rights. The 2021 Plan increased the number of shares available for grant by 3,000,000 in addition to the number of shares remaining available for the grant of new awards under the 2011 Plan. As of December 31, 2025, the Company had 5,362.722 stock options outstanding and 64,656 unvested restricted stock units, in addition to 2,208,257 shares of common stock available for grant under the 2021 Plan. As of December 31, 2024, the Company had 5,788,597 stock options outstanding and 117,925 unvested restricted stock units, in addition to 2,056,629 shares of common stock available for grant under the 2021 Plan. Stock Options Options are granted to purchase common stock at prices that are equal to the fair value of the common stock on the date the option is granted. Vesting is determined by the Board of Directors at the time of grant. The term of any stock option awards under the Company’s 2011 Plan and 2021 Plan is ten years , except for certain options granted to the contractors, which are two 2 to five years . The grant-date fair value of each option grant is estimated using the Black-Scholes option pricing model and amortized on a straight-line basis over the requisite service period, which is generally the vesting period, for each separately vesting portion of the award as if the award was, in substance, multiple awards. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including the following: Risk-free interest rate . The risk-free interest rate is based on U.S. Treasury rates with securities approximating the expected lives of options at the date of grant. Expected dividend yield . The expected dividend yield is zero, as the Company has never paid dividends to common shareholders and does not currently anticipate paying any in the foreseeable future. Expected stock price volatility. The expected stock price volatility was calculated based on the Company’s own volatility. The Company reviews its volatility assumption on an annual basis. Expected life of option. The expected life of option was based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior. The Company uses the weighted average vesting period and contractual term of the option as the best estimate of the expected life of a new option. The assumptions used in the Black-Scholes option pricing model for stock options granted for the year ended December 31, 2025, are as follows: Schedule of Stock Options Years Ended December 31, 2025 2024 Risk-free interest rate 4.1 % - 4.4 % 3.6 % - 4.6 % Expected dividend yield — % — % Expected stock price volatility 65.1 - 65.4 % 63.0 - 63.6 % Expected life of options (in years) 0.8 - 6.3 2.6 - 6.3 F- 21 The following table summarizes the combined stock option activity under the Company’s Equity Compensation Plans: Schedule of Stock Option Activities Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term (Years) Value Outstanding at December 31, 2023 5,469,247 $ 3.08 5.66 $ 322,738 Granted 830,725 1.61 Exercised ( 55,000 ) 1.18 Expired ( 383,063 ) 2.16 Canceled ( 73,312 ) 1.73 Outstanding at December 31, 2024 5,788,597 $ 2.97 5.34 $ 655,578 Granted (1) 698,500 1.71 Exercised (2) ( 55,000 ) 1.17 Expired (3) ( 891,875 ) 2.99 Canceled (4) ( 177,500 ) 2.74 Outstanding at December 31, 2025 5,362,722 $ 2.83 4.73 $ — Exercisable at December 31, 2025 4,207,747 $ 3.10 3.77 $ — Notes: (1) Options granted: ● Annual share-based compensation awards on January 2, 2025, with an exercise price of $ 1.74 , including: (a) 356,500 stock options granted to executives and key personnel, vesting upon one year anniversary, or annually in equal installments over four years , (b) 277,500 stock options granted to members of the Board of Directors, vesting upon one year anniversary, (c) 19,500 stock options granted to employees, vesting annually in equal installments over four years , and (d) 20,000 stock options granted to a consultant, vesting upon one year anniversary. ● One time share-based compensation award on May 30, 2025, with an exercise price of $ 1.04 , of 25,000 stock options granted to an executive, vesting annually in equal installments over four years. (2) Options exercised: (a) 25,000 stock options with an exercise price of $ 0.97 per share exercised by a board member (b) 30,000 stock options with an exercise price of $1.33 per share exercised by a board member. (3) Options expired: (a) 27,500 stock options with an exercise price of $ 1.75 per share granted to a consultant, (b) 37,500 stock options with an exercise price of $ 2.23 per share granted to a consultant, (c) 265,000 stock options with a weighted average exercise price of $ 3.28 per share granted to a former board member, and (d) 561,875 stock options with an exercise price of $ 2.96 per share granted to a former board member. (4) Options canceled: (a) 27,500 stock options with an exercise price of $ 1.75 per share granted to a consultant, (b) 75,000 stock options with an exercise price of $ 4.10 per share granted to key personnel, (c) 67,500 stock options with an exercise price of $ 1.74 per share granted to a consultant, and (d) 7,500 stock options with a weighted average exercise price of $ 1.71 per share granted to a former employee. The weighted average grant-date fair market value of stock options granted for the years ended December 31, 2025 and 2024 was $ 1.05 and $ 0.95 , respectively, based on the Black-Scholes option pricing model. The intrinsic value of options exercised for the years ended December 31, 2025 and 2024 was $ 28,350 and $ 33,300 , respectively. As of December 31, 2025 and 2024 , total unrecognized compensation cost related to non-vested stock options granted under the Company’s equity compensation plans was $ 291,410 and $ 319,978 , respectively, which is expected to be recognized over a weighted average period of 2.59 years and 2.40 years, respectively. The Company adjusts the unrecognized compensation cost for actual forfeitures as they occur. F- 22 Restricted Stock Units Restricted stock units (the “RSUs”) are granted subject to certain restrictions. Vesting conditions are determined at the discretion of the Board of Directors. The fair market value of RSUs is generally determined based on the closing market price of the stock on the grant date. The following table summarizes the restricted stock units activity during the year ended December 31, 2025 : Schedule of Restricted Stock Unit Activity Weighted-Average Grant Date Shares Fair Value Outstanding at December 31, 2023 213,044 $ 1.43 Granted 354,219 1.60 Vested ( 437,546 ) 1.52 Unvested shares forfeited ( 11,792 ) 1.59 Outstanding at December 31, 2024 117,925 $ 1.59 Granted (1) 230,023 1.74 Vested (2) ( 272,516 ) 1.68 Unvested shares forfeited (3) ( 10,776 ) 1.74 Outstanding at December 31, 2025 64,656 $ 1.74 Notes: (1) On January 2, 2025, the Company granted 96,984 RSUs, vesting upon one year anniversary, to the Board of Directors as a result of reduction in director cash compensation of 2025, and an aggregate of 133,039 RSUs, vested in full, to executives and key personnel in lieu of cash bonus earned for the year ended December 31, 2024. (2) Represents the vesting 133,039 RSUs granted to executives and key personnel, and 139,477 RSUs granted to the Board of Directors. (3) Represents the cancellation of unvested RSUs granted to a former member of the Board of Directors. Compensation Expenses We recognize all share-based payments to employees, consultants, and our Board of Directors, as non-cash compensation expenses, in research and development expenses or general and administrative expenses in the consolidated statement of operations, and these charges had no impact on the Company’s reported cash flows. Stock-based compensation expense is calculated on the grant date fair values of such awards, and recognized each period based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are recorded as they occur. For the years ended December 31, 2025 and 2024, the Company recognized forfeitures of $ 54,458 and $ 30,218 , respectively. For performance-based awards, the Company recognizes related stock-based compensation expenses based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. There was no performance-based award recognized during the years ended December 31, 2025 and 2024. Total non-cash stock option compensation expense was allocated among the following expense categories: Schedule of Non-cash Share-based Compensation Expense 2025 2024 Year ended December 31, 2025 2024 General and administrative $ 861,348 $ 1,067,750 Research and development 68,835 58,529 Total $ 930,183 $ 1,126,279 The following table summarizes the Company’s non-cash share-based compensation expense allocation between options and restricted stock units: 2025 2024 Year ended December 31, 2025 2024 Share based compensation expense - stock option $ 779,774 $ 861,999 Share based compensation expense - restricted stock units 150,409 264,280 Total $ 930,183 $ 1,126,279 Warrants On August 1, 2025, in connection with the services the Underwriter provided to the Company in the Offering, the Company issued a warrant to purchase up to 302,600 shares, representing 5.0% of the total shares sold in the Offering. The warrants are exercisable at a price of $ 1.0925 per share, at any time and from time to time, in whole or in part, from January 28, 2026 until August 1, 2030. As of December 31, 2025, there were 302,600 outstanding warrants to purchase common stock. See Note 7 Shareholder’s Equity . The warrants were accounted for as equity-classified instruments under ASC 718. The fair value of the warrants, determined using the Black-Scholes option pricing model, was estimated to be $ 0.58 at the issuance date and was recorded as a component of additional paid-in capital, with a corresponding reduction to offering proceeds as an offering cost. The assumptions used in the Black-Scholes model included: Schedule of Fair Value of Warrants Using Black-Scholes Model Risk-Free interest rate 3.67 % Expected dividend yield 0 % Expected stock price volatility 64.97 % Expected life of warrant (in years) 5 F- 23 Note 7: Shareholders’ Equity Public Offering of Common Stock On July 30, 2025, the Company entered into an underwriting agreement (the “UA”) with Craig-Hallum Capital Group, LLC (“Craig-Hallum”, or the “Underwriter”), in its capacity as underwriter, relating to the issuance and sale of 6,052,000 shares of the Company’s common stock at a price of $ 0.95 per share. The closing of the Offering occurred on August 1, 2025. Total gross proceeds from the Offering were $ 5,749,400 . Net proceeds, after legal expenses, underwriting discounts and offering expenses, were $ 4,940,695 . The Company is using the proceeds for working capital and general corporate purposes, such as product development, sales and marketing. Joseph Hazelton, our President and Chief Operating Officer, purchased 26,000 shares of the Company’s common stock in the Offering at the public offering price. In consideration for Craig-Hallum serving as the underwriter of the Offering, the Company paid the Underwriter a cash fee equal to 7% of the aggregate gross proceeds raised in the Offering, reimbursed the Underwriter for certain expenses and legal fees of $ 75,000 , and issued the Underwriter warrants. Issuances of Common Stock For the year ended December 31, 2025, there wer e 272,516 shares of the Company’s common stock issued resulting from the vesting of restricted stock units with a weighted average issue price of $ 1.68 pe r share, and 27,483 shares of the Company’s common stock issued resulting from the exercise of stock options, with a weighted average issue price of $ 1.68 per share. For the year ended December 31, 2024, there were 556,623 shares of the Company’s common stock issued resulting from the conversion of convertible notes with a weighted average issue price of $ 1.63 pe r share, 437,546 shares of the Company’s common stock issued resulting from the vesting of restricted stock units with a weighted average issue price of $ 1.52 pe r share, and 30,569 shares of the Company’s common stock issued resulting from the exercise of stock options, with a weighted average issue price of $ 1.04 per share. Treasury Stock As of December 31, 2025 and 2024, there were 12,253,502 shares of common stock held in treasury, at a cost of approximately $ 18.9 million, representing the purchase price on the date the shares were surrendered to the Company. Note 8: Income Taxes For the year ended December 31, 2025, there was no provision for income taxes or unrecognized tax benefits recorded. The significant components of gain (loss) before income taxes are as follows: Schedule of Gain Loss Before Income Tax 2025 2024 Years Ended December 31, 2025 2024 U.S. operations $ ( 7,333,535 ) $ ( 5,757,824 ) Foreign operations ( 31,093 ) ( 51,335 ) Total loss before provision for income taxes $ ( 7,364,628 ) $ ( 5,809,159 ) The Company has no current or deferred income tax for the years ended December 31, 2025 and 2024. The reconciliation of income tax computed at U.S. federal statutory rate to income tax expense after the adoption of ASU 2023-09 is as follows: Schedule of Actual Effective Tax Rate Years Ended December 31, 2025 2024 Tax at U.S. statutory rate $ ( 1,546,572 ) 21.00 % $ ( 1,219,923 ) 21.00 % Nontaxable and nondeductible items Other 39,897 ( 0.54 ) 15,000 ( 0.26 ) Tax credits Research and development tax credits 198,519 ( 2.70 ) 225,193 ( 3.88 ) Change in valuation allowance 1,104,390 ( 15.00 ) 953,532 ( 16.41 ) Other adjustments Provision-to-return adjustments 203,766 ( 2.76 ) 26,198 ( 0.45 ) Effective income tax rate $ — — % $ — — % F- 24 The significant components of the Company’s net deferred income tax assets are as follows: Schedule of Deferred Income Tax Assets 2025 2024 December 31, 2025 2024 Section 174 - R&D expenses $ 3,015,100 $ 2,123,800 Stock option expense 1,458,300 1,584,700 NOL carryforward 13,456,200 12,655,300 General Business credits 1,079,900 1,278,400 Operating lease liability 8,800 22,500 Right-of-use asset ( 9,800 ) ( 23,400 ) Other 4,500 800 Deferred tax asset, net of deferred tax liabilities 19,013,000 17,642,100 Valuation allowance ( 19,013,000 ) ( 17,642,100 ) Net deferred tax asset $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset, was offset by a full valuation allowance as of December 31, 2025 and 2024 . The Company had federal and state net operating loss (“NOL”) carryforwards available as of December 31, 2025 and 2024 , in the amount of approximately $ 53,011,000 and $ 49,903,000 , respectively. Approximately $ 50,073,000 of the federal net operating loss carryforwards will be carried forward indefinitely and will be available to offset 80% of taxable income. The remaining amount of the net operating loss carryforwards will expire at varying dates through 2037 . The Tax Cuts and Jobs Act eliminated the current year deduction election for research and experimental expenditures. Instead, a taxpayer must charge such expenditures to a capital account and is allowed to amortize such expenditures ratably over a five-year period (or fifteen-year period for expenditures attributable to foreign research), beginning with the midpoint of the tax year in which such expenditures are paid or incurred. On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (“OBBBA”) of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system, including the allowance of 100% expensing of qualified asset expenditures, immediate expensing of qualifying domestic research and development expenses and permanent extensions of certain other provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for 2025, beginning January 19, 2025. The adoption of this guidance did not have any material impact on the Company’s financial position and results of operations. Note 9: Segment The Company operates and manages its business as one reportable segment and one operating segment, which is the business of developing and commercializing synthetic protein products using the Company’s proprietary microbial platforms, including Dapibus™ and C1. The Company’s chief operating decision maker, or CODM, is the Company’s senior management team that includes the Chief Executive Officer, President & Chief Operating Officer and Chief Financial Officer. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net loss that is also reported on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The Company operates in the U.S. and Europe. All material long-lived assets of the Company reside in the U.S. For geographic information about the Company’s product revenues, see Note 1, Concentration . Long-lived assets primarily consist of operating lease right-of-use assets. The CODM uses consolidated net loss to evaluate the Company’s spending and monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing resource allocation across the organization. Factors used in determining the reportable segment include the nature of the Company’s operating activities, the organizational and reporting structure and the type of information reviewed by the CODM to allocate resources and evaluate financial performance. The accounting policies of the segment are the same as those described in Note 1 of the notes to the consolidated financial statements included in this Annual Report on Form 10-K. F- 25 The C ODM reviews cash, cash equivalents and investment securities as a measure of segment assets. As of December 31, 2025 and 2024, the Company’s cash, cash equivalents and investment securities were $ 8.6 million and $ 9.3 million, respectively. The following table presents information about segment revenue, significant segment expenses and segment operating loss for the years ended December 31, 2025 and 2024: Schedule of Segment Revenue, Significant Segment Expenses and Segment Operating Loss 2025 2024 Years Ended December 31, 2025 2024 Total revenues $ 3,090,345 $ 3,495,389 Total cost of revenues 2,319,860 1,194,624 Research and development expenses: Outside contracted services 1,700,828 1,503,397 Personnel related costs 343,594 414,916 Facilities, overhead, and other 41,409 67,411 General and administrative expenses: Compensation and related expenses 2,187,798 2,308,566 Business consulting expenses 531,036 764,326 Legal and professional services 1,291,566 998,630 Other G&A expenses 889,987 995,501 Share-based compensation expenses 930,183 1,126,279 Foreign currency exchange loss 46,900 22,561 Other Income (expenses), net ( 171,812 ) 91,663 Net loss $ ( 7,364,628 ) $ ( 5,809,159 ) Note 10: Subsequent Events For purpose of disclosure in the consolidated financial statements, the Company has evaluated subsequent events through March 25, 2026, the date the consolidated financial statements were available to be issued. Except for items mentioned in the notes, and as discussed below, management is not aware of any material events that have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the accompanying financial statements. On January 2, 2026, the Company granted an annual stock option award with an exercise price of $ 0.94 , including: (a) 287,750 stock options granted to executives and key personnel, vesting upon one year anniversary, or annually in equal installments over four years, (b) 185,000 stock options granted to members of the Board of Directors, vesting upon one year anniversary, (c) 23,500 stock options granted to employees, vesting annually in equal installments over four years, and (d) 20,000 stock options granted to a consultant, vesting upon one year anniversary. On January 2, 2026, the Company granted 119,682 restricted stock units, vesting upon one year anniversary, to the Board of Directors, and an aggregate of 186,249 restricted stock units, vested in full, to executives and key personnel in lieu of cash bonus earned for the year ended December 31, 2025. On March 4, 2026, the Company granted two consultants a total of 70,000 restricted stock units, vesting upon the satisfaction of the applicable time and performance criteria. On March 6, 2026, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time, at its option, shares of the Company’s common stock having an aggregate offering price of up to $ 4.2 million from time to time through the Sales Agent, including block trades and sales made in ordinary brokers’ transactions directly on Nasdaq or any other trading market for the Company’s common stock at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices (the “At-The-Market Equity Offering Program”). Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts to sell the shares of the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other parameters or conditions the Company may impose), in exchange for a commission of up to 3.0% of the aggregate gross sale proceeds. The Company is not obligated to sell any shares of common stock under the Sales Agreement, and the Company or the Sales Agent may at any time suspend or terminate offerings of shares under the At-The-Market Equity Offering Program upon notice to the other party and subject to other conditions. As of March 25, 2026, no shares have been sold under the Sales Agreement. F- 26