Business Context and Reporting Period
Company: Dyadic International, Inc. (DYAI)
Filing Type: Form 8-K (Current Report)
Date of Report: June 24, 2020
Reporting Period: Event date June 24, 2020; Signed June 29, 2020
Business Context: The Company entered into a material definitive agreement to amend and restate a prior sub-license agreement regarding its proprietary C1 gene expression platform.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on a contractual agreement rather than periodic financial performance.
Material Changes and Agreement Details
On June 24, 2020, Dyadic International, Inc. entered into an Amended and Restated Non-Exclusive Sub-License Agreement with Alphazyme, LLC. Key terms include:
- Subject Matter: A non-exclusive sub-license to patent rights and know-how related to Dyadic's C1 gene expression platform.
- Purpose: Commercialization of pharmaceutical products used as reagents to catalyze chemical reactions for detecting, measuring, or producing nucleic acids as therapeutic or diagnostic agents.
- Consideration:
- Alphazyme is obligated to issue Dyadic 2.5% of the Class A shares of Alphazyme.
- Subject to achieving certain milestones, Alphazyme must make potential future payments.
- Alphazyme must pay a percentage of royalties on net sales incorporating the C1 platform.
Guidance, Outlook, and Risks
Outlook: The agreement establishes a framework for future royalty income and equity ownership in Alphazyme, contingent on commercialization milestones.
Risks and Contingencies:
- Future payments and royalties are contingent upon achieving specific milestones and generating net sales.
- The agreement is non-exclusive, meaning Dyadic may license the technology to others.
- Specific financial terms regarding milestones and royalty percentages are redacted in the exhibit.
Investor Verification Checklist
- Verify the exact milestone triggers and royalty percentage rates, as these are redacted in Exhibit 10.1.
- Confirm the valuation and liquidity status of the 2.5% Class A shares in Alphazyme, LLC.
- Review the underlying license agreement between Dyadic and Danisco US, Inc. (dated December 31, 2015) to understand upstream restrictions.
- Assess Alphazyme's commercialization progress for products utilizing the C1 gene expression platform.