Full Press Release Details
Affirms Ownership of All Intellectual Property Underlying its Technologies
Provides Other Updates
Fla - January 18, 2008 - Dyadic International, Inc. (the "Company") announced
today that as previously disclosed in the Company's Current Reports on
(filed on December 3, 2007 and December 28, 2007), in December 2007, the
commenced implementing a process (the "Strategic Process") designed to
the realizable value of the Company's business and assets for all the
Company's stockholders, by soliciting indications of interest from identified
third parties concerning the possible sale of the Company or the Company's
outstanding stock or assets (including the intellectual property supporting
valuable technology). In furtherance of the Strategic Process, the
Company is currently in the market soliciting proposals from interested
Company's intellectual property includes a current patent portfolio of four
issued U.S. patents, nine pending U.S. applications, and numerous foreign
patents and patent applications. In addition, the Company has
developed an extensive body of technical knowledge and expertise that it
as trade secrets, and which it protects through numerous confidentiality
restrictive covenant agreements. The Company has invested millions of dollars
developing and protecting its technology, and believes it has strong and
supportable ownership claims with respect to its intellectual property.
on the opinion of the Company's outside intellectual property counsel,
Company believes it has freedom to practice its technology and is unencumbered
by any third party patents. In particular, and again based on the
opinion of the Company's outside intellectual property counsel, pursuant
enforceable Assignment Agreement (as that term is defined below), Mark
Emalfarb, the Company's former President and CEO, previously granted ownership
of all of his global intellectual property rights to Dyadic Florida (as
below), and assigned to Dyadic Florida all of his right, title and interest
the "Subject Ideas or Inventions" (as broadly defined in the Assignment
Agreement), which includes all ideas, inventions, technologies, discoveries,
patents and improvements (and claims related to the foregoing) which, whether
not patentable, are conceived, developed or created and which relate to
Company's business or business activities (including its actual or anticipated
research or development activities). To the extent Mr. Emalfarb has
not previously assigned any such intellectual property rights to the Company,
the Assignment Agreement expressly obligates him to do so. The
"Assignment Agreement" means and refers to the Confidential Information,
Inventors Assignment and Non-Compete Agreement (attached as Exhibit 10.7.1
the Company's Current Report on Form 8-K filed with the SEC on November
2004) between Dyadic International (USA), Inc., a wholly-owned subsidiary
Company ("Dyadic Florida"), and Mark A. Emalfarb (the "Assignment
previously disclosed, the Company's Strategic Process is being administered
its investment banker and financial adviser, Gordian Group, LLC ("Gordian
Group"), under the direction of the Executive Committee of the Board of
Directors. No person is authorized to speak for the Company in connection
with the Strategic Process other than Gordian Group and other specific
authorized by the Executive Committee. Although implementation of the Strategic
Process has commenced and is underway, no conclusion as to any specific
agreement or transaction has been reached, nor has any specific timetable
fixed for accomplishing this effort, and there can be no assurance that
strategic, financial or other option, agreement or transaction will be
presented, implemented or consummated.
January 14, 2008, Dyadic International, Inc., received notice from the American
Stock Exchange ("AMEX") that a Listing Qualifications Panel of the AMEX
Committee on Securities (the "Panel") had affirmed the AMEX Listing
Qualifications Department staff's determination to delist the Company's common
stock from AMEX. AMEX will file a delisting application with the
Securities and Exchange Commission ("SEC") to strike the Company's common
from listing and registration on AMEX, when and if authorized by the
SEC. The delisting of Company's common stock will be effective 10
days after Amex files a Form 25 with the SEC. The Company does not intend
appeal, or request a review of, the Panel's decision, and thus its common
is expected to be delisted from AMEX. By way of background, as
previously reported in the Company's Current Reports on Form 8-K (filed on
9, 2007, August 28, 2007, November 19, 2007, December 3, 2007 and December
2007), the Company has previously received notices from AMEX regarding the
delisting of its common stock because of the Company's non-compliance with
certain of AMEX's continued listing standards due to (i) failure to timely
its Quarterly Reports on Form 10-QSB for the periods ended March 31, 2007,
30, 2007 and September 30, 2007, and (ii) failure to hold an annual meeting
its stockholders in 2007 to elect directors and to take other appropriate
the AMEX Panel's decision, the Company understands that its common stock
eligible for quotation on the "Pink Sheets," an electronic quotation and
system for securities traded over-the-counter. The Company has no
influence or control over quotations or trading on the Pink Sheets, or with
respect to any activities of market makers, and there can be no assurance
any purchases or sales of common stock on the Pink Sheets will reflect true
value. There also can be no assurance that a market in the Company's
shares (whether on the Pink Sheets or any other trading or quotation system)
will develop or, if such a market develops, whether it will
continue. The Company does not expect the delisting of its common
stock from AMEX to have any material impact on the Company's day-to-day
operations or on the Strategic Process.
January 18, 2008, the Company filed with the Securities and Exchange Commission
a Current Report on Form 8-K, which includes discussion of the above-mentioned
International, Inc. is a biotechnology company that uses its patented and
proprietary technologies to conduct research and development activities
discovery, development, and manufacture of products and enabling solutions
the bioenergy, industrial enzyme and pharmaceutical industries.
Statement for Forward-Looking Statements
statements made in this press release may be considered "forward-looking
statements." These forward-looking statements are based upon current
expectations and involve a number of assumptions, risks and uncertainties
could cause our actual results, performance or achievements to be materially
different from such forward-looking statements. In view of such risks and
uncertainties, investors and stockholders should not place undue reliance
forward-looking statements. Such statements speak only as of the date of
release, and we undertake no obligation to update any forward looking statements
made herein. For a discussion of assumptions, risks and uncertainties identified
by the Company, please see our filings from time to time with the Securities