Full Press Release Details
Receives Delisting Notice from American Stock Exchange and Provides Updates
Regarding Gordian Strategic Process and Other Events
Appeals Amex Decision
Fla - December 3, 2007 - Dyadic International, Inc. (AMEX: DIL) announced
that it has received notice from the Listing Qualifications Department staff
the American Stock Exchange ("AMEX") indicating that the Company had failed
regain compliance with AMEX's continued listing standards set forth in Sections
134 and 1101 of the AMEX Company Guide by the November 16, 2007, deadline
previously imposed by AMEX because the Company failed to timely file its
Quarterly Reports on Form 10-QSB for the periods ended March 31, 2007, June
2007 and September 30, 2007. Accordingly, AMEX has given notice to the Company
of AMEX's intent to file a delisting application with the Securities and
Exchange Commission to strike the Company's common stock from listing and
registration on AMEX. In accordance with applicable AMEX rules, the Company
appealed this determination and requested a hearing before an AMEX Listing
Qualifications Panel. There can be no assurance that the Company's appeal
be successful or that the Company's request for continued listing (or any
in delisting) by AMEX will be granted. The halt on trading in the Company's
shares remains in effect at the direction of AMEX, and there can be no assurance
that trading will ever resume.
Company has been unable to file its Quarterly Reports on Form 10-QSB in
because of questions concerning the proper accounting treatment regarding
Company's Asian subsidiaries in view of the previously reported operating
financial improprieties there. The Company is in discussions with its outside
independent public accounting firm as to how to resolve these issues. There
be no assurance as to any resolution of this matter, including whether
Company will ever be able to file Quarterly Reports on Form 10-QSB for
previously disclosed in the Company's Current Reports on Form 8-K (filed
October 24, 2007 and November 19, 2007), on October 23, 2007, the Company
engaged Gordian Group, LLC ("Gordian Group"), to serve as the Company's
investment banker and financial adviser to assist the Company in evaluating,
exploring and, if deemed appropriate, pursuing and implementing certain
strategic and financial options that may be available to the Company, including
a possible sale, merger, restructuring, recapitalization, reorganization
other strategic or financial transaction. The Company expects later this
commence implementing a process (the "Strategic Process") designed to maximize
the realizable value of the Company's business and assets for all Dyadic
stockholders, by soliciting indications of interest from identified third
parties concerning the possible acquisition of the Company (or the Company's
outstanding stock or assets).
Company's Strategic Process is being administered by Gordian Group under
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 persons authorized by the Executive
Committee. In particular, the Company's former Chief Executive Officer and
President, Mark A. Emalfarb, who was terminated by the Company for cause
September 24, 2007 (as reported in the Company's Current Report on Form 8-K
dated September 24, 2007) but who remains a member of the Company's Board
Directors, is not authorized to contact third parties or speak on behalf
Company on any matter relating to the Strategic Process.
connection with the Strategic Process, the Company anticipates that by year-end
2007 it will have reached conclusions on one or more specific strategic courses
of action and will have commenced taking steps to implement its conclusions.
Notwithstanding this, no conclusion as to any specific option or transaction
been reached, nor has any specific timetable been fixed for accomplishing
effort, and there can be no assurance that any strategic, financial or other
option or transaction will be presented, implemented or consummated.
November 21, 2007, a fifth complaint was filed in the United States District
Court for the Southern District of Florida, purporting to be a class action
lawsuit. The complaint names the Company and Mark A. Emalfarb, a director
Company, as defendants. The lawsuit claims that both or one of the defendants,
among other things, violated federal securities laws by issuing various
materially false and misleading statements that had the effect of artificially
inflating the market price of the Company's securities and causing class members
to overpay for securities purchased during the period from April 5, 2006
April 23, 2007. The complaint seeks, among other things, unspecified monetary
damages and the costs and expenses incurred in prosecuting the action. The
Company intends to vigorously contest and defend the allegations under the
complaint, but no assurance can be given as to the timing, costs to defend
the ultimate outcome of this matter. Further, the Company anticipates, but
cannot be certain or assure, that this case will be consolidated with the
class actions recently filed in the United States District Court for the
Southern District of Florida (as previously reported in the Company's recent
Current Reports on Form 8-K), because all of the cases contain similar
allegations and claims and are brought under the federal securities laws.
cases are consolidated, it will result in the selection of a lead plaintiff,
will be tasked with litigating the claims against the Company on behalf of
putative class members.
December 3, 2007, 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 for
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
Exchange Commission, which are available free of charge on the SEC's web
http://www.sec.gov, including our Annual Report on Form 10-KSB for the year
ended December 31, 2006, and our subsequent filings with the
Relations Counsel to Dyadic International, Inc.
Berkman, 310-826-5051