0001104659-08-011174.txt : 20080215 0001104659-08-011174.hdr.sgml : 20080215 20080215161617 ACCESSION NUMBER: 0001104659-08-011174 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080215 DATE AS OF CHANGE: 20080215 GROUP MEMBERS: BARRY M. KITT GROUP MEMBERS: THE PINNACLE FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYADIC INTERNATIONAL INC CENTRAL INDEX KEY: 0001213809 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 450486747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80718 FILM NUMBER: 08622917 BUSINESS ADDRESS: STREET 1: 140 INTRACOASTAL POINTE DRIVE STREET 2: SUITE 404 CITY: JUPITER STATE: FL ZIP: 33477 BUSINESS PHONE: 561-743-8333 MAIL ADDRESS: STREET 1: 140 INTRACOASTAL POINTE DRIVE STREET 2: SUITE 404 CITY: JUPITER STATE: FL ZIP: 33477 FORMER COMPANY: FORMER CONFORMED NAME: CCP WORLDWIDE INC DATE OF NAME CHANGE: 20030110 SC 13D 1 a08-5882_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Dyadic International, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

26745T101

(CUSIP Number)

Douglas Rappaport, Esq.		Eric L. Cohen, Esq.
DLA Piper US LLP		Winston & Strawn LLP
1251 Avenue of the Americas		200 Park Avenue
New York, New York 10020		New York, New York 10166
(212) 335-4500		(212) 294-3540

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 12, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 26745T101

	1.	Names of Reporting Persons The Pinnacle Fund, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x (See Item 5)
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC (See Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 16,392,159 (See Item 5)

			9.	Sole Dispositive Power 1,790,572 (See Item 5)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,392,159 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 52.4%(See Item 5)

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 26745T101

	1.	Names of Reporting Persons Barry M. Kitt

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x (See Item 5)
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC (See Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 16,392,159 (See Item 5)

			9.	Sole Dispositive Power 1,790,572 (See Item 5)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,392,159 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 52.4% (See Item 5)

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 26745T101

	1.	Names of Reporting Persons David M. Knott

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x (See Item 5)
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC (See Item 3)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 16,392,159 (See Item 5)

			9.	Sole Dispositive Power 1,141,250

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,392,159 (See Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

	13.	Percent of Class Represented by Amount in Row (11) 52.4% (See Item 5)

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This statement on Schedule 13D relates to the common stock, par value $0.001 per share, of Dyadic International, Inc., a Delaware corporation (“Issuer”). The principal executive offices of the Issuer are located at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida.

Item 2.	Identity and Background
This statement is filed by the following persons: The Pinnacle Fund, L.P.; Barry M. Kitt; and David M. Knott (collectively, the “Reporting Persons”). The Reporting Persons are party to a Voting Agreement, as described in Item 5 below, and the parties to such Voting Agreement have previously filed a Schedule 13D on November 13, 2007 with respect thereto. This Schedule 13D is filed only by the Reporting Persons, and not by any of the other parties to the Voting Agreement. However, as a result of the Voting Agreement, this Schedule 13D includes information about the share holdings of all of the parties to the Voting Agreement, as described in Item 5 below. (a)-(c), (f)

		Principal	Citizenship/Place of
Reporting Person	Business Address	Occupation/Business	Organization
Barry M. Kitt(1)	4965 Preston Park Boulevard, Suite 240, Plano, TX 75093	Managing entities which invest in equity and equity- related securities and other securities of any kind or nature.	United States

The Pinnacle Fund, L.P.	4965 Preston Park Boulevard, Suite 240, Plano, TX 75093	Investing in equity and equity- related securities and other securities of any kind or nature.	Texas

David M. Knott(2)	485 Underhill Boulevard, Syosset, NY 11791	Providing investment and management services to entities which invest in equity and equity-related securities of any kind or nature.	United States

(1) Pinnacle Advisers, L.P. is the general partner of The Pinnacle Fund, L.P. Pinnacle Fund Management, LLC is the general partner of Pinnacle Advisers, L.P. Barry M. Kitt is the sole member of Pinnacle Fund Management, LLC. Mr. Kitt may be deemed to be the beneficial owner of the 1,790,572 shares of the Issuer’s common stock beneficially owned by The Pinnacle Fund, L.P. Mr. Kitt expressly disclaims beneficial ownership of all shares of common stock beneficially owned by The Pinnacle Fund, L.P.

(2) David M. Knott is the managing member of Knott Partners Management, LLC, which is the general partner of Shoshone Partners, L.P., Knott Partners, L.P. and Knott Partners Offshore Master Fund, L.P. In addition, Mr. Knott is the sole shareholder, director and president of Dorset Management Corporation, which provides investment management services to these Knott-related funds. As a result of Mr. Knott’s interests in Knott Partners Management, LLC and Dorset Management Corporation, he has investment discretion and control over 1,141,250 shares of the Issuer’s common stock. Consequently, he may be deemed to beneficially own such shares.

The Reporting Persons have entered into a joint filing agreement, dated as of February 14, 2008, a copy of which is attached to this Statement as Exhibit 99.2. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

(d)-(e)

During the past five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.


Item 3.	Source and Amount of Funds or Other Consideration
The Reporting Persons acquired their shares through working capital and personal funds. Pursuant to, and subject to the terms and conditions contained in, the Voting Agreement described in Item 5 of this statement, the Reporting Persons may be deemed to have acquired beneficial ownership of the Covered Shares (as defined below in Item 5) by virtue of the execution of the Voting Agreement. The Reporting Persons have not paid any consideration to such stockholders in connection with the execution and delivery of the Voting Agreement described in Item 5 of this statement.

Item 4.	Purpose of Transaction
On February 12, 2008, the Reporting Persons sent a letter to the Board of Directors of the Company (the “February 12 Letter”). The February 12 Letter expresses the Reporting Persons' dissatisfaction with various aspects of the management and operation of the Company, including but not limited to: (1) the lack of experience of CEO Wayne Moor in running a public biotechnology company; (2) the fact that certain members of the Board of Directors, including chairman Harry Rosengart, own little or no stock in the Company; (3) the Board's failure to use Board member Marc Emalfarb's contacts and experience in the biotechnology industry to help the Company out of its currently impaired state; and (4) the de-listing of the Company's stock from the American Stock Exchange. The February 12 Letter requests that the Company take certain steps to improve its performance including: (1) the removal of Mr. Moor as CEO; (2) the restoration of full board rights to Mark Emalfarb; (3) the resignation of Harry Rosengart and Richard Berman from the Board; and (4) the prompt scheduling of a stockholder meeting. The letter sent by the Reporting Persons is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Reporting Persons may continue discussions regarding these matters with management of the Company, its Board of Directors, stockholders or other relevant parties to express the Reporting Persons’ view regarding the Company.

Except as set forth herein, the Reporting Persons do not have any present plan or proposal that would relate to or result in any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons will amend this Schedule 13D as events unfold.

Item 5.

Interest in Securities of the Issuer

(a) As a result of the Voting Agreement (the “Voting Agreement”) entered into as of October 31, 2007 by The Pinnacle Fund, L.P., The Francisco Trust U/A/D February 28, 1996, The Mark A. Emalfarb Trust U/A/D October 1, 1987, The Tom and Nancy Juda Living Trust, J. Steven Emerson, and Dorset Management Corporation (the “Participating Stockholders”), the Reporting Persons may be deemed to have beneficial interest in the aggregate amount of 16,392,159 shares of the Issuer’s common stock as of February 12, 2008 (“Covered Shares”). This amount includes options and warrants, exercisable within 60 days of the date hereof, to acquire additional shares of the Issuer’s common stock. This amount does not include an aggregate of 248,700 shares of common stock issuable upon the exercise of warrants held by The Pinnacle Fund, L.P. and over which J. Steven Emerson has voting authority. The Pinnacle Fund, L.P. holds warrants which are exercisable into 68,700 shares of the Issuer’s common stock. J. Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuer’s common stock. Such warrants are subject to an exercise cap that precludes the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) in excess of 9.999% of the common stock, giving effect to such exercise.

The Covered Shares constitute approximately 52.4% of the Issuer’s issued and outstanding common stock. This percentage is based on (i) the 29,939,375 shares of common stock outstanding as of March 28, 2006, as set forth in the Issuer’s Annual Report on Form 10-KSB for the year ended December 31, 2006, filed with the Securities and Exchange Commission (“Commission”) on April 2, 2007 and (ii) the options and warrants of the parties to the Voting Agreement exercisable within 60 days of the date hereof. In accordance with the rules of the Commission, shares of common stock issuable upon exercise or conversion of derivative securities exercisable or convertible within 60 days of the date hereof held by the Participating Stockholders are considered to be outstanding for purposes of calculating such percentages, but shares of common stock issuable upon exercise or conversion of derivative securities held by any other person are not considered outstanding for such purpose.

(b) Pursuant to the Voting Agreement, the manner in which the Participating Stockholders will vote their shares with respect to all matters proposed to the Issuer’s stockholders for approval will be determined based on the voting decision of the majority of the shares covered by the Voting Agreement. The Reporting Persons must provide 30 days notice to terminate the Agreement with respect to those Persons. Accordingly, following the execution of the Voting Agreement, the Reporting Persons may be deemed to have shared power to vote or to direct the vote of the Covered Shares with the other parties to the Voting Agreement.

The Reporting Persons have the power to dispose of or to direct the disposition of an aggregate of 2,931,822 shares of the Issuer’s common stock, or approximately 9.4% of the Issuer’s common stock, as follows:

Barry M. Kitt is the sole member of Pinnacle Fund Management, LLC. Pinnacle Fund Management, LLC is the general partner of Pinnacle Advisers, L.P. Pinnacle Advisers, L.P. is the general partner of The Pinnacle Fund, L.P. Mr. Kitt has the sole power to dispose of or to direct the disposition of 1,790,572 shares of the Issuer’s common stock. (1)

The Pinnacle Fund, L.P. has the sole power to dispose of or to direct the disposition of 1,790,572 shares of the Issuer’s common stock.(1)

David M. Knott, in his capacity as the managing member of Knott Partners Management, LLC, which is the general partner of Shoshone Partners, L.P., Knott Partners, L.P. and Knott Partners Offshore Master Fund, L.P. and as the sole shareholder, director and president of Dorset Management Corporation, which provides investment management services to these Knott-related funds, has the sole power to dispose of or to direct the disposition of 1,141,250 shares of the Issuer’s common stock.

Based upon the information contained in the Schedule 13D filed on November 13, 2007 by the Participating Stockholders, the Participating Stockholders, other than the Reporting Persons, have the power to dispose of or to direct the disposition of an aggregate of 13,460,337 shares of the Issuer’s common stock, as follows:

The Francisco Trust U/A/D February 28, 1996 has the sole power to dispose of or to direct the disposition of 4,844,578 shares of the Issuer’s common stock.

Mark A. Emalfarb, in his capacity as trustee of The Mark A. Emalfarb Trust U/A/D October 1, 1987, has the sole power to dispose of or to direct the disposition of 7,098,559 shares of the Issuer’s common stock.

Tom Juda and Nancy Juda, in their capacity as trustees of The Tom and Nancy Juda Living Trust, have the shared power to dispose

(1) The common stock reported above does not include 68,700 shares of common stock issuable upon the exercise of warrants held by The Pinnacle Fund, L.P. Such warrants are subject to an exercise cap that precludes the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Act) in excess of 9.999% of the common stock, giving effect to such exercise.

of or to direct the disposition of 395,100 shares of the Issuer’s common stock.

J. Steven Emerson has voting authority over shares held by the Emerson Family Foundation, the J. Steven Emerson Investment Account, the J. Steven Emerson IRA Rollover II, the J. Steven Emerson Roth IRA, and Emerson Partners. In that capacity, he has the sole power to dispose of or to direct the disposition of 1,122,100 shares of the Issuer’s common stock. (2)

(c) To the knowledge of the Reporting Persons, the Reporting Persons have not effected any transactions in the Issuer’s shares during the past 60 days.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Covered Shares.

(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) among themselves with any other person with respect to any securities of the Issuer or its subsidiaries other than the Voting Agreement. The description of the Voting Agreement in Item 4 of this statement is incorporated herein by reference.

Item 7.	Material to be Filed as Exhibits
99.1 Letter to the Board of Directors of Dyadic International, Inc., dated February 12, 2008 99.2 Joint Filing Agreement, dated February 14, 2008 99.3 Voting Agreement by and among certain stockholders of Dyadic International, Inc., dated as of October 31, 2007

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2008


		THE PINNACLE FUND, L.P.
		By:	Pinnacle Advisers, L.P., its general partner
		By:	Pinnacle Fund Management, LLC, its general partner

		By:	/s/ Barry M. Kitt
			Barry M. Kitt, its sole member

		BARRY M. KITT
		/s/ Barry M. Kitt

		DAVID M. KNOTT
		/s/ David M. Knott

(2) The common stock reported above does not include 180,000 shares of common stock issuable upon the exercise of warrants over which J. Steven Emerson has voting authority. Such warrants are subject to an exercise cap that precludes the holder thereof from utilizing its exercise rights to the extent that it would beneficially own (determined in accordance with Section 13(d) of the Act) in excess of 9.999% of the common stock, giving effect to such exercise.

EX-99.1 2 a08-5882_1ex99d1.htm EX-99.1

EXHIBIT 99.1

Knott Partners LLC

485 Underhill Boulevard

Suite 205

Syosset, NY 11791

(516) 364-0303

Pinnacle Advisers, LP

4965 Preston Park Boulevard

Suite 240

Plano, TX 75093

(972) 985-2121

February 12, 2008

Via Facsimile and Overnight Courier

Board of Directors

Dyadic International, Inc.

140 Intracoastal Pointe Drive

Suite 404

Jupiter, FL 33477-5094

Gentlemen:

As you know, we are two institutional investors with sizable holdings in the stock of Dyadic International, Inc. (“Dyadic” or the “Company”). Together, our combined holdings account for approximately 9.5% of Dyadic’s total common stock and we are on file with the SEC as part of a group that represents in excess of 50% of the common stock.

We write to express our grave concerns regarding the current state of the Company and the direction in which it is moving. As described below, we demand that a Board and management team be put in place that is capable of maximizing shareholder value in the near term. Should the Company fail to meet this demand, we will take matters into our own hands to protect our investment and will hold all responsible officers and directors liable for breach of their fiduciary obligations.

As a threshold matter, we wish to address the myriad problems plaguing the Company. Based on our review of the public record, we believe that the individuals leading the Company are entirely incapable of providing the stewardship needed to remedy the Company’s problems by either improving its business prospects or finding a viable strategic partner.

First, the Company’s current CEO, Wayne Moor, must be replaced. Mr. Moor apparently has no experience as a Chief Executive Officer of a public company, much less one in a state of distress such as Dyadic. Mr. Moor’s experience as the CFO of various corporations in the hotel, rental car and floral industry does not translate over to running a global biotechnology company. He is obviously unprepared to deal with the challenges placed before him with respect to the management of Dyadic and appears to have made little or no effort to right this listing ship.

The Board has likewise failed to steer the Company out of perilous waters. As we understand it, certain members of the Board, including Chairman Harry Rosengart and Richard Berman, have little or no ownership of Dyadic stock. Instead, it appears that the holdings of these board members derive from board-granted stock options, all of which are deeply under water. This lack of a meaningful interest in the Company helps explain the Board’s apparent indifference to protecting the interests of its shareholders. Mr. Rosengart, Mr. Berman, and others, obviously lack the commitment and wherewithal necessary to find an appropriate strategic partner for Dyadic. We have no further patience for the fruitless efforts of these Board members and their advisors.

We also believe the Board has been needlessly distracted by personal squabbles and territorial gamesmanship regarding the Company’s founder, director Mark Emalfarb. These squabbles have resulted in the unnecessary waste of corporate resources and ineffective management and operations related to the Company’s core business. The Board has failed to use Mr. Emalfarb’s contacts and experience in the biotechnology industry to help the Company move forward from its currently impaired state. This failure is inexcusable given the Company’s current condition.

The Company also appears to have failed to keep shareholders properly apprised of relevant developments concerning its operations in accordance with SEC disclosure requirements. In particular, the Company waited over two weeks to report that it had received a notice of default on a Revolving Note and Security Agreement that could potentially trigger payment obligations in excess of $2.4 million plus interest. The Company also appears to have been late in reporting that T. Rowe Price had provided notice seeking to rescind its purchase of 1.2 million shares of stock and was demanding the return of over $5.6 million. See Dyadic International, Inc., Current Report (Form 8-K), at 3 (Oct. 18, 2007). These apparent reporting delinquencies only exacerbate what is already a painful situation for the shareholders.

Finally, the Board allowed the Company to be de-listed from the American Stock Exchange, despite being given six months to regain compliance with AMEX’s listing requirements. This de-listing has proven devastating to the Company’s share price and significantly impaired the Company’s credibility in the market. A Board with the true interests of the shareholders at heart would have taken all necessary steps to avert the Company’s fall from the AMEX. This Board failed to do so.

In short, Dyadic’s Board and management have failed its shareholders and failed the Company. We will no longer stand idly by while the value of the Company’s core business deteriorates due to the ineffectiveness of those entrusted to preserve it. Changes must be made if value is to be restored. We therefore propose that the following steps be taken:

· Mr. Moor step down as CEO and the Board bring in a manager with substantial leadership experience in the biotech area and expertise in turnaround situations.

· Mr. Emalfarb be restored his full Board rights, particularly the right to participate in the pursuit of a strategic transaction. To date, Mr. Emalfarb has effectively been excluded from participating in this process, despite his standing as the Company’s founder and largest shareholder, and the Board member with the most experience in the biotech business.

· Mr. Rosengart and Mr. Berman resign from the Board, leaving them free to pursue other business interests in which they actually have a vested stake in the performance of the company.

· The Board schedule a shareholders meeting to appoint a slate of directors that can successfully direct the Company towards a prosperous future.

Should the Board choose to ignore these requests, we will take whatever actions are necessary to protect our investment. This includes holding board members and officers personally liable for their fiduciary failures concerning the governance and operation of the Company.

Please contact us within three business days to discuss these proposals. This letter solely reflects the views of Knott Partners and The Pinnacle Fund, and does not reflect the views of other members of the group identified in the Schedule 13D filed with the SEC on October 31, 2007.

Sincerely,

	/s/ Anthony Campbell		/s/ Barry Kitt
	Anthony Campbell		Barry Kitt
	Partner, Knott Partners LLC		Sole Member, Pinnacle Fund
	and its Affiliated Funds		Management, LLC
			General Partner, Pinnacle Advisers, LP
			General Partner, The Pinnacle Fund, LP

EX-99.2 3 a08-5882_1ex99d2.htm EX-99.2

EXHIBIT 99.2

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Dated: February 14, 2008

	THE PINNACLE FUND, L.P.
	By:	Pinnacle Advisers, L.P., its general partner
	By:	Pinnacle Fund Management, LLC, its general partner

	By:	/s/ Barry M. Kitt
	Barry M. Kitt, its sole member

	BARRY M. KITT
	/s/ Barry M. Kitt

	DAVID M. KNOTT
	/s/ David M. Knott

EX-99.3 4 a08-5882_1ex99d3.htm EX-99.3

EXHIBIT 99.3

VOTING AGREEMENT

This Voting Agreement (“Agreement”) is made and entered into effective as of October 31, 2007 by and among the stockholders listed on the signature pages hereto (the “Participating Stockholders”).

RECITALS

As of the date of this Agreement, each Participating Stockholder is the record owner of the number of shares of common stock, par value $0.001 per share (“Common Stock”) of Dyadic International Inc., a Delaware corporation (“Company”), and has rights to acquire such additional number of shares of Common Stock, as are set forth below such Participating Stockholder’s name on the signature page hereto. The Participating Stockholders desire to facilitate the voting arrangements set forth in this Agreement by agreeing to the terms and conditions set forth below.

AGREEMENT

The Participating Stockholders agree as follows:

1. Agreement to Vote as a Group

The Participating Stockholders believe it to be in their best interests and in the best interest of the Company and all of its stockholders for the Participating Stockholders to combine their votes, as such stockholders, with respect to, but not limited to, the following matters: (i) the election, removal, and/or replacement of members of the board of directors of the Company; (ii) the amendment of the bylaws and/or the certificate of incorporation of the Company; (iii) any material change or acts in furtherance of a material change in the Company’s corporate structure; and (iv) any other matter proposed to stockholders of the Company for approval or required by law to be approved by stockholders of the Company.

2. Voting the Shares

All the aforementioned shares of Common Stock owned by the Participating Stockholders, together with any additional shares of Common Stock acquired in any manner by any one or more of them (the “Covered Shares”), shall be voted as one block with respect to the matters enumerated in Section 1 of this Agreement.

3. Manner of Voting

The manner in which the Covered Shares will be voted will be determined based on the voting decision of the majority of the Covered Shares. Such majority shall be determined by consultation amongst the Participating Stockholders sufficiently in advance of the deadline for

the voting of the Covered Shares to allow for the valid voting of such shares consistent with this Agreement.

4. Termination of the Agreement

(a) Termination by Passage of Time or by Agreement. This Agreement shall continue in full force and effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety:

(i) two (2) years from the date of this Agreement; or

(ii) the date as of which the parties hereto terminate this Agreement by the written consent of a majority of the Participating Stockholders.

(b) Termination by Notice to Participating Stockholders. Notwithstanding paragraph (a) of this Section 2, a Participating Stockholder may terminate this Agreement, with respect to that Participating Stockholder, upon (30) days prior written notice to all of the other Participating Stockholders. Any such termination by a Participating Stockholder will have no effect on the rights and obligations of other Participating Stockholders under this Agreement.

5. Modification

This Agreement may not be modified or amended except by a written agreement signed by each Participating Stockholder.

6. Notices

Any notice required or permitted by this Agreement shall be in writing and shall be deemed given on the date of delivery, when delivered personally or by overnight courier or sent by facsimile to such party’s address or facsimile number as set forth on the signature page, or such other address or number as a recipient may subsequently specify by written notice to the other parties hereto.

7. Further Assurances

The Participating Stockholders shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in the parties to this Agreement the power to carry out and give effect to the provisions of this Agreement, provided, however, that this Section 7 creates no obligation on the part of any Participating Stockholder to make or commit to any monetary expenditure without such Participating Stockholder’s consent in each case.

8. Governing Law

This Agreement shall be governed by and in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of

conflicts of laws thereof. In any action between the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement each of the parties irrevocably and unconditionally consents and submits to the jurisdiction and venue of the state and federal courts located in the State of Delaware.

9. Counterparts

This Agreement may be signed (including by facsimile) in one or more counterpart signature pages, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

[SIGNATURES CONTAINED ON NEXT PAGE]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective the day and year first above written.

	MARK A. EMALFARB TRUST U/A/D October 1,
	1987

	By:	/s/ Mark A. Emalfarb

	Name:	Mark A. Emalfarb

	Title:	as Trustee

	Date:	10-31-07

	Address:	193 Spyglass Court, Jupiter, FL 33477

	Number of Shares of Dyadic Common Stock over which you have voting authority: 5,822,125

	Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 1,276,434

	J. STEVEN EMERSON

	/s/ J. Steven Emerson

	Date:	10-31-07

	Address:	1522 Ensley Ave, Los Angeles, Calif 900024

	Number of Shares of Dyadic Common Stock over which you have voting authority: 1,122,100

	Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 180,000

THE FRANCISCO TRUST U/A/D FEBRUARY 28,
1996

By:		/s/ Morley Alperstein

Name:		Morley Alperstein

	Title:	Francisco Trust, Trustee

	Date:	10-31-07

	Address:	17236 Gulf Pine Circle, Wellington, FL
		33414

	Number of Shares of Dyadic Common Stock over which you have voting authority: 4,769,578

	Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting authority: 75,000

	TOM AND NANCY JUDA LIVING TRUST

	By:	/s/ Tom Juda


	Name:	Tom Juda

	Title:	Trustee

	Date:	10-31-07

	Address:	410 S. Lucerne Bl. Los Angeles, CA
		90020

	Number of Shares of Dyadic Common Stock over
	which you have voting authority: 395,100

	Number of Dyadic Warrants or Options that are
	exercisable within 60 days over which you have
	voting authority:

DORSET MANAGEMENT CORPORATION

By:			/s/ David M. Knott

Name:			David M. Knott

Title:			President

Date:			11-09-07

Address:			485 Underhill Blvd. Suite 205,
			Syosset, NY 11791

Number of Shares of Dyadic Common Stock over which you have voting authority:

Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting
authority:	1,141,250

THE PINNACLE FUND, L.P.

By:			/s/ Barry M. Kitt

Name:			Barry M. Kitt

Title: the General Partner of Pinnacle Advisors, L.P.,
the General Partner of The Pinnacle Fund, L.P.

Date:			10-31-07

Address:			4965 Preston Park Blvd. Ste. 240
			Plano, TX 75093

Number of Shares of Dyadic Common Stock over which you have voting authority: 1,790,572

Number of Dyadic Warrants or Options that are exercisable within 60 days over which you have voting
authority:		68,700