DYADIC INTERNATIONAL INC

Major Shareholding Notification • May 4, 2005

SC 13G 1 d25000sc13g.htm SCHEDULE 13G sc13g PAGEBREAK

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

SCHEDULE 13G

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)

April 27, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

þ Rule 13d-1 (c)

o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Person Authorized to Receive Notices and Communications:

Jacob D. Smith, Esq. Haynes and Boone, LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 (214) 651-5000

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13G — CUSIP No. 26745T101			Page 2 of 7
1.	Name of Reporting Person: The
Pinnacle Fund, L.P., a Texas limited partnership		I.R.S. Identification Nos. of above
persons (entities only): 75-2512784
2.	Check the Appropriate Box if a Member of
a Group:
	(a)	o
	(b)	þ
3.	SEC Use Only:
4.	Citizenship or Place of
Organization: Texas
Number
of Shares Beneficially Owned by Each Reporting Person
With
		5.	Sole Voting
Power: 1,767,640
		6.	Shared Voting Power: 0
		7.	Sole Dispositive Power: 1,767,640
		8.	Shared Dispositive Power: 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,767,640
10.	Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o
11.	Percent of Class Represented by Amount in Row
(9): 7.8%
12.	Type of Reporting Person: PN

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13G — CUSIP No. 26745T101			Page 3 of 7
1.	Name of Reporting Person: Barry M.
Kitt		I.R.S. Identification Nos. of above
persons (entities only):
2.	Check the Appropriate Box if a Member of
a Group:
	(a)	o
	(b)	þ
3.	SEC Use Only:
4.	Citizenship or Place of
Organization: United States
Number
of Shares Beneficially Owned by Each Reporting Person
With
		5.	Sole Voting
Power: 1,767,640
		6.	Shared Voting Power: 0
		7.	Sole Dispositive Power: 1,767,640
		8.	Shared Dispositive Power: 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,767,640
10.	Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o
11.	Percent of Class Represented by Amount in Row
(9): 7.8%
12.	Type of Reporting Person: IN

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CUSIP No. 26745T101 Page 4 of 7

Item 1(a)	Name of Issuer:
	Dyadic International, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices:
	140 Intracoastal Pointe Drive, Suite 404
	Jupiter, Florida 33477
Item 2(a)	Names of Persons Filing:
	The Pinnacle Fund, L.P.
	Barry M. Kitt
Item 2(b)	Address of Principal Business Office:
	4965 Preston Park Blvd.
	Suite 240
	Plano, Texas 75093
Item 2(c)	Citizenship:
	See Item 4 of each cover page.
Item 2(d)	Title of Class of Securities:
	Common Stock, par value $0.001 per share
Item 2(e)	CUSIP No:
	26745T101

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CUSIP No. 26745T101 Page 5 of 7

Item 3	Status of Persons Filing: — (a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4	Ownership:
	(a)	This statement is filed on behalf of The Pinnacle Fund, L.P.
(“Pinnacle”) and Barry M. Kitt. Pinnacle Advisers, L.P. (“Advisers”) is the
general partner of Pinnacle. Pinnacle Fund Management, LLC (“Management”) is
the general partner of Advisers. Mr. Kitt is the sole member of Management. As
of May 3, 2005, Pinnacle was the beneficial owner of 1,767,640 shares of common
stock of Dyadic International, Inc. (“Common Stock”), which includes (i)
1,267,640 shares held directly by Pinnacle and (ii) 500,000 shares that may be
acquired by Pinnacle upon exercise of a warrant. Mr. Kitt may be deemed to be
the beneficial owner of the shares of Common Stock beneficially owned by
Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of
Common Stock beneficially owned by Pinnacle.
	(b)	Percent of Class:
			See Item 11 of each cover page.
	(c)	Number of shares as to which each person has:
		(i)	sole power to vote or to direct the vote:
			See Item 5 of each cover page.

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CUSIP No. 26745T101 Page 6 of 7

		shared power to vote or to direct the vote:
		See Item 6 of each cover page.
	(iii)	sole power to dispose or to direct the disposition of:
		See Item 7 of each cover page.
	(iv)	shared power to dispose or to direct the disposition of:
		See Item 8 of each cover page.
Item 5	Ownership of 5% or Less of a Class:
	Not applicable.
Item 6	Ownership of More than 5% on Behalf of Another Person:
	Not applicable.
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person:
	Not applicable.
Item 8	Identification and Classification of Members of the Group:
	Not applicable.
Item 9	Notice of Dissolution of Group:
	Not applicable.
Item 10	Certification:
	By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

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CUSIP No. 26745T101 Page 7 of 7

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: May 4, 2005

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
/s/ Barry M. Kitt
Barry M. Kitt

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EXHIBITS

Exhibit 1 Joint Filing Agreement, dated May 4, 2005, by and between The Pinnacle Fund, L.P. and Barry M. Kitt.