DYADIC INTERNATIONAL INC

Prospectus • Jul 7, 2006

424B3 1 prospectussupplement_1.htm DYADIC PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED 8/12/2005 Dyadic Prospectus Supplement No. 1 to Prospectus dated 8/12/2005 Licensed to: Dyadic International, Inc. Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

Filed Pursuant to

Rule 424(b)(3) and (c)

Registration No. 333-121738

PROSPECTUS SUPPLEMENT NO. 1 DATED JULY 6, 2006

TO

PROSPECTUS DATED AUGUST 12, 2005

DYADIC INTERNATIONAL, INC.

28,369,878 Shares of Common Stock

This Prospectus Supplement No. 1 (the “Prospectus Supplement”) supplements our prospectus dated August 12, 2005 (the “Prospectus”), relating to the public offering and sale of up to 28,369,878 shares of our common stock presently outstanding and issuable upon the exercise of outstanding convertible securities of ours.

This Prospectus Supplement should be read in conjunction with, and may not be delivered or utilized without, the Prospectus. This Prospectus Supplement is qualified by reference to the Prospectus except to the extent that information herein contained supersedes the information contained in the Prospectus. Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.

SELLING STOCKHOLDERS

As a result of transactions effected by certain selling stockholders after the date of the Prospectus and prior to the date of this Prospectus Supplement, the table under the section captioned “Selling Stockholders—Identity and Ownership of Selling Stockholders” set forth in the Prospectus is hereby replaced and superseded in its entirety by the following:

| | Shares
Owned | Shares
Issuable Under Options, Warrants or Convertible | Maximum
Number of Shares to be Sold in the | Ownership
After the
Offering (2) | |
| --- | --- | --- | --- | --- | --- |
| Name | Before
Offering (1) | Notes | Offering | Shares | Percent (3) |
| Marc
Abrams | 3,003 (8) | 1,502 (9) | 1,502 | 0 | * |
| Elise
Abrams-Kraut | 15,000 (5) | 7,500 (4) | 22,500 | 0 | * |
| Elise
Abrams-Kraut | 15,015 (8) | 7,508 (9) | 22,523 | 0 | * |
| Betty
Alperstein | 5,556 (5) | | 4,556 | 0 | * |
| Morley
Alperstein (19) | 11,111 (5) | | 6,111 | 0 | * |
| Alpha
Capital A.G. | 75,075 (8) | 37,538 (9) | 37,538 | 0 | * |
| Francis
A. Anania | 16,667 (5) | | 16,667 | 0 | * |
| Scott
Andrews | 25,000 (8) | 12,500 (9) | 12,500 | 0 | * |
| Anno,
L.P. | 7,500 (8) | 3,750 (9) | 11,250 | 0 | * |
| Apogee
Fund, L.P. | 150,150 (8) | 75,075 (9) | 225,225 | 0 | * |
| Thomas
and Barbara Asarch | 7,508 (8) | 3,754 (9) | 3,754 | 0 | * |
| Asset
Managers International Ltd. | 75,075 (8) | (26) | 0 | 0 | * |
| Atlantis
Software P/S | 10,000 (8) | 5,000 (9) | 5,000 | 0 | * |
| Avia
Eilon Trust dated May 14, 1999 | 30,000 (8) | 15,000 (9) | 45,000 | 0 | * |
| Sally
White Ayres | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Thomas
Bailey | 4,054 (5) | | 4,054 | 0 | * |
| George
Ball | 7,507 (8) | 3,753 (9) | 3,753 | 0 | * |
| Bargia
Investments LLC | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Jana
Bartholomew | 7,508 (8) | 3,753 (9) | 3,753 | 0 | * |
| Bascom
Baynes | 30,000 (8) | 15,000 (9) | 15,000 | 0 | * |
| Allan
M. Benton | 6,000 (5) | 3,000 (4) | 3,000 | 0 | * |
| Allen
Berger | 7,508 (8) | 3,753 (9) | 11,261 | 0 | * |
| BSF
US Special Opportunities Trust PLC (21) | 225,225 (8) | 112,613 (9) | 112,613 | 0 | * |
| BH
Capital Investments LP | 30,000 (8) | 15,000 (9) | 15,000 | 0 | * |
| Richard
G. Binetti | 26,111 (5) | 7,500 (4) | 33,611 | 0 | * |
| Richard
G. Binetti | | 25,000 (11) | 25,000 | 0 | * |
| Bioform
LLC | 300,000 (5) | (27) | 274,800 | 0 | * |
| Bio-Technical
Resources Division of Arkion Life Services LLC (18) | 300,300 (5) | | 300,300 | 0 | * |
| Jeffrey
Bogatin | 50,000 (8) | 25,000 (9) | 25,000 | 0 | * |
| Alexander
V. Bondar (6) | 3,716 (5) | | 3,716 | 0 | * |
| Daniel
Brams | 5,556 (5) | | 5,556 | 0 | * |
| Brean
Murray & Co., Inc. (7) | 16,102 (7) | 371,595 (7) | 139,967 | 0 | * |
| Bristol
Investment Fund Ltd. | 150,150 (8) | 75,075 (9) | 75,075 | 0 | * |
| Richard
A. Bruno | 22,222 (5) | 50,000 (11) | 67,222 | 0 | * |
| Robert
D. and Jennifer B. Burke | 44,444 (5) | | 41,444 | 0 | * |
| Richard
Burlingame (6) | 2,477 (5) | | 2,477 | 0 | * |
| Lawrence
Burstein | 15,015 (8) | 7,508 (9) | 15,023 | 0 | * |
| Albert
E. Bush, Trustee | 7,507 (8) | 3,753 (9) | 3,753 | 0 | * |
| Bernard
C. Byrd, Jr., Trustee | 30,000 (8) | 15,000 (9) | 15,000 | 0 | * |
| Anthony
Robert Campbell | 26,111 (5) | 7,500 (4) | 33,611 | 0 | * |
| CAMOFI
Master LDC | 30,030 (8) | 15,015 (9) | 15,015 | 0 | |
| Capital
Growth Investments Trust | 60,060 (8) | 30,030 (9) | 30,030 | 0 | * |
| Martin
Cass | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Ratnesh
Chandra (6) | 25,000 (32) | | 25,000 | 0 | * |
| Ratnesh
Chandra (6) | 3,716 (5) | | 3,716 | 0 | * |
| Arnold
and Renee Cinmar | 9,009 (8) | 4,504 (9) | 9,013 | 0 | * |
| Cluny
Road Rentals, L.P. | 150,000 (5) | 75,000 (4) | 225,000 | 0 | * |
| Cobraco
Manufacturing, Inc. | 12,111 (5) | | 12,111 | 0 | * |
| Richard
B. Comiter | 5,556 (5) | 12,500 (11) | 18,056 | 0 | * |
| Richard
B. Comiter and Marilyn Comiter, Tenants by the Entireties | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Commonfund
Hedged Equity | 32,000 (8) | 16,000 (9) | 48,000 | 0 | * |
| The
Cordillera Fund, L.P. | 100,000 (8) | (28) | 0 | 0 | * |
| Cranshire
Capital, L.P. | 60,060 (8) | 30,030 (9) | 30,030 | 0 | * |
| Crescent
International Ltd. | 100,000 (8) | 50,000 (9) | 50,000 | 0 | * |
| Crestview
Capital Master, LLC (17) | 600,600 (8) | 300,300 (9) | 300,300 | 0 | * |
| Crestview
Capital Master, LLC (17) | | 187,688 (9)(28) | 187,688 | 0 | * |
| Mark
N. Davis | 22,522 (8) | 11,261 (9) | 28,783 | 0 | * |
| Erick
S. Klefos (34) | 10,000 (8) | 5,000 (9) | 7,000 | 0 | * |
| Steven
J. Denholtz | 15,000 (5) | 7,500 (4) | 22,500 | 0 | * |
| Stewart
F. Denholtz | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Conrad
DeSantis and Patricia DeSantis, JTWROS | 30,000 (5) | 15,000 (4) | 45,000 | 0 | * |
| Robert
Dressler | 11,111 (5) | | 11,111 | 0 | * |
| Dreyfoos
2004 Charitable Remainder Unitrust | 3,000 (5) | 1,500 (4) | 4,500 | 0 | * |
| End
of the Rainbow LLLP | 11,111 (5) | | 11,111 | 0 | * |
| Steven
R. Elliott | 7,507 (8) | 3,753 (9) | 11,260 | 0 | * |
| Mark
A. Emalfarb (6)(14) | 5,822,125 (12) | 1,276,434 (13) | 7,098,559 | 0 | * |
| Charles
& Anna Essman Irrevocable Trust dated 12/22/95 | 15,015 (8) | 7,508 (9) | 14,523 | 0 | * |
| Excalibur
Limited Partnership | 180,000 (8) | 90,000 (9) | 90,000 | 0 | * |
| Linda
Fallucca | 500 (33) | | 500 | 0 | * |
| Martin
Farber | 15,000 (5) | 7,500 (4) | 22,500 | 0 | * |
| Edward
Feigeles | | 16,666 (10) | 0 | 0 | * |
| Edward
Feigeles and Kathryn Green | 11,111 (5) | | 11,111 | 0 | * |
| FEQ
GAS, LLC | 30,030 (8) | 15,015 (9) | 45,045 | 0 | * |
| F
& C Holdings LLC | 300,300 (23) | | 300,300 | 0 | * |
| William
and Bettina Foody | 7,508 (8) | 3,753 (9) | 11,261 | 0 | * |
| Forest
Hill Select Offshore, Ltd. | 5,750 (8) | 2,875 (9) | 2,875 | 0 | * |
| Forest
Hill Select Fund, Ltd. | 244,250 (8) | 122,125 (9) | 122,125 | 0 | * |
| Forich
Group Limited | 30,030 (8) | 15,015 (9) | 25,045 | 0 | * |
| Four
JR Investments, Ltd. | | 100,000 (11) | 100,000 | 0 | * |
| Four
JR Investments, Ltd. | 120,000 (5) | 60,000 (4) | 170,000 | 0 | * |
| Francisco
Trust U/A/D June 28, 1996 (16) | 4,769,578 (5)(15)(30) | | 4,769,578 | 0 | * |
| Edwin
Freedman | 30,000 (8) | 15,000 (9) | 35,000 | 0 | * |
| Corie
Fromkin | 5,556 (5) | | 5,556 | 0 | * |
| Samuel
Fromkin | | 100,000 (11) | 100,000 | 0 | * |
| Samuel
and Ivee Fromkin | 11,111 (5) | | 11,111 | 0 | * |
| Eugene
A. Fusz | | 75,000 (4)(27) | 75,000 | 0 | * |
| Rufus
Gardner (6) | 945 (5) | | 945 | 0 | * |
| Robert
A. Garvy Revocable Trust U/A/D June 21, 1994 | 22,222 (5) | | 22,222 | 0 | * |
| Andrew
Golding | 7,505 (8) | 3,753 (9) | 3,753 | 0 | * |
| Good
Steward Trading Company SPC | 10,100 (8) | 5,050 (9) | 15,150 | 0 | * |
| Pamler
E. Gozzo | 9,999 (5) | 5,000 (4) | 14,999 | 0 | * |
| Robert
and Jennifer Grandi | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Robert
D. Grandi and Jennifer A. Grandi, JTWROS | 7,500 (5) | 3,750 (4) | 3,750 | 0 | * |
| Grandi
Living Trust U/A DTD 03/11/2005 | | | 12,515 (29) | 0 | * |
| Michael
B. Gray | 7,500 (8) | 3,750 (9) | 3,750 | 0 | * |
| Bill
and Johnnie Haak | 7,500 (8) | 3,750 (9) | 3,750 | 0 | * |
| Neil
Herbst | 4,500 (5) | 2,250 (4) | 6,750 | 0 | * |
| Seth
J. Herbst | | 15,000 (10) | 0 | 0 | * |
| Seth
J. Herbst | | 12,500 (11) | 12,500 | 0 | * |
| Highgate
House Funds, Ltd. | 150,150 (8) | (28) | 0 | 0 | * |
| David
J. Hooper | 75,000 (5) | | 0 | 0 | * |
| Romuald
Ikauniks | 11,111 (5) | | 11,111 | 0 | * |
| Incline
Capital, L.P. | 50,000 (8) | 25,000 (9) | 25,000 | 0 | * |
| Intellectual
Property | | | | | |
| Investment
Partners, LLC | 75,000 (8) | 37,500 (9) | 37,500 | 0 | * |
| David
B. Jay Trustee Trust (25) | 30,000 (5) | 15,000 (4) | 45,000 | 0 | * |
| David
B. Jay Trustee Trust (25) | 30,000 (8) | 15,000 (9) | 45,000 | 0 | * |
| J&S
Denholtz Family Limited Partnership | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Matthew
Johnson | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Nathan
Johnson | 7,508 (8) | 3,753 (9) | 3,753 | 0 | * |
| Charles
Johnston | 11,111 (5) | 16,667 (10) | 0 | 0 | * |
| Douglas
Kaplan | 11,111 (5) | | 0 | 0 | * |
| Douglas
Kaplan, Trustee f/b/o Barbara Kaplan | 26,111 (5) | 7,500 (4) | 7,500 | 0 | * |
| Douglas
Kaplan, Trustee f/b/o Leslie Kaplan | 26,111 (5) | 7,500 (4) | 7,500 | 0 | * |
| Emily
Kaplan | 11,111 (5) | | 0 | 0 | * |
| Eileen
Katz | 7,443 (8) | 3,722 (9) | 3,722 | 0 | * |
| Michael
D. Kennedy | 4,500 (5) | 2,250 (4) | 6,750 | 0 | * |
| Michael
Kent | 2,000 (8) | 1,000 (9) | 3,000 | 0 | * |
| Kingsbridge
Capital | 45,045 (8) | 22,523 (9) | 22,523 | 0 | * |
| Knott
Partners L.P. | 253,000 (8) | 126,500 (9) | 379,500 | 0 | * |
| Eugene
M. Kornhaber | 15,000 (8) | 7,500 (9) | 7,500 | 0 | * |
| Brian
Kuhn | 45,000 (8) | 22,500 (9) | 25,500 | 0 | * |
| Alan
Lebow and Patricia Lebow, Tenancy by Entireties | 7,500 (5) | 3,750 (4) | 5,250 | 0 | * |
| Mark
Leszczynski | 15,015 (8) | 7,508 (9) | 22,523 | 0 | * |
| Robert
S. Levin Trust u/a/d October 22, 1971 | 13,056 (5) | 3,750 (4) | 16,806 | 0 | * |
| Barbara
S. Lewin | 3,000 (5) | 1,500 (4) | 1,500 | 0 | * |
| Barbara
S. Lewin | 3,003 (8) | 1,502 (9) | 1,502 | 0 | * |
| Alyssa
B. List | 1,502 (8) | 751 (9) | 2,253 | 0 | * |
| Alyssa
B. List | 1,500 (5) | 750 (4) | 2,250 | 0 | * |
| Jaimie
Luciani | 3,778 (5) | | 3,778 | 0 | * |
| Jodi
Luciani | 3,667 (5) | | 3,667 | 0 | * |
| Marni
Luciani | 3,667 (5) | | 3,667 | 0 | * |
| Richard
Luciani | 7,508 (8) | 3,753 (9) | 11,261 | 0 | * |
| Richard
and Ruth Luciani | 11,111 (5) | | 11,111 | 0 | * |
| Ruth
Luciani | | 37,500 (11) | 37,500 | 0 | * |
| M&M
Capital, LLC | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Meyer
Magid | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Meyer
Magid | 7,508 (8) | 3,753 (9) | 11,261 | 0 | * |
| Andrew
J. Malik | 11,111 (5) | 16,667 (10) | 11,111 | 0 | * |
| David
E. Mann | 10,000 (8) | 5,000 (9) | 15,000 | 0 | * |
| Matterhorn
Offshore Fund Ltd. | 205,000 (8) | 102,500 (9) | 307,500 | 0 | * |
| Kevin
and Henriette May | 22,222 (5) | | 22,222 | 0 | * |
| Marnee
Fromkin Mccaren | 5,556 (5) | | 5,556 | 0 | * |
| Stacy
Smith McNamara | 7,508 (8) | 3,753 (9) | 3,753 | 0 | * |
| Rune
& Elisa Medhus | 25,000 (8) | 12,500 (9) | 12,500 | 0 | * |
| Edmund
H. Melhado | 25,000 (8) | 12,500 (9) | 12,500 | 0 | * |
| Mercantile
Capital Partners I, L.P. | 600,600 (8) | 300,300 (9) | 900,900 | 0 | * |
| MFN
LLC | 75,075 (8) | 37,538 (9) | 37,538 | 0 | * |
| Marie
K. Mildren | 7,507 (8) | 3,753 (9) | 7,260 | 0 | * |
| Joel
Leslie Millman | 7,508 (8) | 3,753 (9) | 11,261 | 0 | * |
| Mintz
Levin Investments, LLC | 33,333 (5) | | 0 | | * |
| Charles
Moche | 10,000 (8) | 5,000 (9) | 15,000 | 0 | * |
| Nautica
Holdings, Inc. | 150,150 (8) | 75,075 (9) | 75,075 | 0 | * |
| Rush
Neill Family Investment Partnership | 111,111 (5) | | 111,111 | 0 | * |
| Nite
Capital LP | 45,045 (8) | 22,523 (9) | 22,523 | 0 | * |
| Dean
S. Oakey | 30,000 (8) | 15,000 (9) | 30,000 | 0 | * |
| Dermot
O'Brien | 6,000 (5) | 3,000 (4) | 9,000 | 0 | * |
| Odin
Partners LP | 30,030 (8) | 15,015 (9) | 45,045 | 0 | * |
| T.
Scott O'Keefe | 7,507 (8) | 3,753 (9) | 3,753 | 0 | * |
| Robert
Pedlow | 15,000 (8) | 7,500 (9) | 7,500 | 0 | * |
| Peking
Singer Biotech Partners | 140,000 (5) | | 140,000 | 0 | * |
| The
Pinnacle Fund, L.P. | 111,111 (5) | | 0 | 0 | * |
| The
Pinnacle Fund, L.P. | 1,000,000 (8) | 500,000 (9) | 1,500,000 | 0 | * |
| W.
Randolph Piper, III | | | | | |
| and
Sara Creed Piper | 7,507 (8) | 3,753 (9) | 11,260 | 0 | * |
| Carl
Pipes | 7,508 (8) | 3,753 (9) | 3,753 | 0 | * |
| Carter
D. Pope | 30,000 (8) | 15,000 (9) | 35,000 | 0 | * |
| Gerald
W. Pope Revocable Trust | 7,507 (8) | 3,753 (9) | 3,753 | 0 | * |
| Louis
E. Price, Trustee of Louis E. Price Living Trust dated May 22,
1990 | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Ptarmigan
& Eden Asset Management, Ltd. | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Suresh
Rajamanickam, M.D. & Nisha Bhardwaj, M.D., JTWROS | 9,000 (5) | 4,500 (4) | 13,500 | 0 | * |
| Chuck
Ramsay, Jr. (22) | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Jan
Rask | 15,015 (8) | 7,508 (9) | 11,015 | 0 | * |
| Harold
S. Reed & Kate M. Reed, JTWROS | 30,000 (5) | 15,000 (4) | 45,000 | 0 | * |
| Renaissance
US Growth Investment Trust PLC | 225,225 (8) | 112,613 (9) | 112,613 | 0 | * |
| Erick
Richardson | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Ridgewood
Limited | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Gene
Salkind, M.D. | 30,000 (8) | 15,000 (9) | 45,000 | 0 | * |
| Sanders
1998 Children's Trust | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Don
A. Sanders | 22,523 (8) | 11,261 (9) | 11,261 | 0 | * |
| Katherine
U. Sanders | 15,015 (8) | 7,508 (9) | 22,523 | 0 | * |
| Sanders
Morris Harris Inc. (7) | 16,102 (7) | 371,595 (7) | 123,865 | 0 | * |
| Sanders
Opportunity Fund LP | 17,925 (8) | 8,961 (9) | 8,961 | 0 | * |
| Sanders
Opportunity Fund (INST) LP | 57,150 (8) | 28,575 (9) | 28,575 | 0 | * |
| Richard
and Cheri Sarner | 22,222 (5) | | 22,222 | 0 | * |
| Scott
M. & Peggy Schecter | 15,015 (8) | 7,508 (9) | 22,523 | 0 | * |
| Robert
I. Schwimmer | 105,056 (5) | | 45,056 | 0 | * |
| Schwimmer
Family Education Trust U/T/A dtd December 29, 2005 | | | 60,000 (5)(24) | 0 | * |
| Blake
Selig | 7,507 (8) | 3,753 (9) | 3,753 | 0 | * |
| David
L. Shadid | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Mel
A. Shaftel | 30,000 (8) | 15,000 (9) | 45,000 | 0 | * |
| Shoshone
Partners, L.P. | 93,000 (8) | 46,500 (9) | 139,500 | 0 | * |
| Norman
F. Siegel | 30,000 (5) | 15,000 (4) | 45,000 | 0 | * |
| Ita
Friedman and Philip Sieradski | 1,502 (8) | 751 (9) | 2,253 | 0 | * |
| Richard
Singer | 22,523 (8) | 11,261 (9) | 33,784 | 0 | * |
| Robert
Albert Smeaton | 10,000 (8) | 5,000 (9) | 15,000 | 0 | * |
| Robert
Albert Smeaton | | 50,000 (11) | 50,000 | 0 | * |
| Robert
Albert Smeaton | 15,000 (5) | 7,500 (4) | 22,500 | 0 | * |
| Denis
and Barbara Smith | 11,111 (5) | | 11,111 | 0 | * |
| William
A. Solemene | 100,000 (8) | 50,000 (9) | 130,000 | 0 | * |
| Kent
Sproat (6) | 50,000 (21) | | 50,000 | 0 | * |
| Kent
Sproat (6) | 3,716 (5) | | 3,716 | 0 | * |
| Stonestreet
Limited Partnership | 135,135 (8) | 67,568 (9) | 67,568 | 0 | * |
| Sunrise
Equity Partners, L.P. | 150,150 (8) | 75,075 (9) | 75,075 | 0 | * |
| Larry
T. Tabloff and Karen A. Tabloff, Tenants-in-Common | 2,100 (5) | 1,050 (4) | 2,550 | 0 | * |
| Henri
I. Talerman | 60,060 (8) | 30,030 (9) | 90,090 | 0 | * |
| Richard
Taney | 9,000 (8) | 4,500 (9) | 4,500 | 0 | * |
| Mary
C. Tanner | 30,030 (8) | 15,015 (9) | 15,015 | 0 | * |
| Thornaby
Limited | 30,030 (8) | 15,015 (9) | 15,015 | 0 | * |
| Tiberius
Investment & Capital | 150,150 (8) | | 0 | 0 | * |
| M.
Paul Tompkins | 15,000 (8) | 7,500 (9) | 7,500 | 0 | * |
| Univest
Management Inc., E.P.S.P. | 11,111 (5) | | 11,111 | 0 | * |
| James
E. Vanek | 15,000 (5) | 7,500 (4) | 22,500 | 0 | * |
| Joseph
Vassallo and Patricia Vassallo, JTWROS | 15,000 (5) | 7,500 (4) | 22,500 | 0 | * |
| Vincent
Vazquez | 15,015 (8) | 7,508 (9) | 7,508 | 0 | * |
| Vision
Capital Advisors | 22,523 (8) | 11,261 (9)(26) | 11,261 | 0 | * |
| Vision
Opportunity Master Fund | | 50,000 (10)(26)(28) | 50,000 | 0 | * |
| Robert
A. Vitale, Jr. | | 20,000 (11) | 20,000 | 0 | * |
| Robert
A. Vitale, Jr. | 10,056 (5) | 2,250 (4) | 12,306 | 0 | * |
| Vitel
Ventures | 225,000 (5) | 112,500 (4) | 0 | 0 | * |
| VLC
Properties, LP | 22,522 (8) | 11,261 (9) | 33,783 | 0 | * |
| Steven
J. Warner (31) | | 75,000 (4)(27) | 75,000 | 0 | * |
| Joseph
H. Wein | 3,000 (5) | 1,500 (4) | 4,500 | 0 | * |
| Edwin
L. Weprinsky (20) | 5,556 (5) | | 5,556 | 0 | * |
| Westpark
Capital, L.P. | 200,000 (8) | 100,000 (9) | 224,500 | 0 | * |
| Whalehaven
Capital Fund Limited | 60,060 (8) | 30,030 (9 ) | 30,030 | 0 | * |
| Robert
Wilensky | 7,507 (8) | 3,754 (9) | 3,754 | 0 | * |
| Winton
Capital Holdings Ltd. | 200,000 (8) | 100,000 (9) | 100,000 | 0 | * |
| William
N. and Kimberly C. Woodworth | 10,000 (8) | 5,000 (9 ) | 7,500 | 0 | * |
| Ken
Wormser | 30,000 (5) | 15,000 (4) | 45,000 | 0 | * |
| Donald
D. Wren | 150,000 (5) | 75,000 (4) | 173,100 | 0 | * |
| Donald
D. Wren | 75,075 (8) | 37,538 (9) | 112,613 | 0 | * |
| Winston
D. Wren | 30,000 (5) | 15,000 (4) | 45,000 | 0 | * |
| Winston
D. Wren | 45,045 (8) | 22,523 (9) | 67,568 | 0 | * |
| Telly
Zachariades | 7,500 (5) | 3,750 (4) | 11,250 | 0 | * |
| Telly
Zachariades | 7,508 (8) | 3,754 (9) | 11,262 | 0 | * |
| Louis
Zehil | 3,003 (8) | 1,502 (9) | 1,502 | 0 | * |
| | 21,352,102 | 7,017,776 | 22,642,294 | 0 | |

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• Represents less than 1%.

(1) Ownership for all selling stockholders is based upon information provided by the selling stockholders or known to us.

(2) Assumes the sale of all shares of common stock registered pursuant to this prospectus, although the selling stockholders are under no obligation known to us to sell any shares of common stock under this prospectus.

(3) Based upon 24,486,492 shares of common stock outstanding on June 30, 2006. The shares issuable under convertible securities to purchase our common stock that are currently exercisable and exercisable within 60 days of that date, are treated as outstanding for purposes of computing the percentage ownership of the named selling stockholder holding these convertible securities, but are not treated as outstanding for purposes of computing the percentage ownership of any other selling stockholder.

(4) Represents shares purchasable under Investor Warrants expiring in October 2009 and exercisable at $5.50 per share of common stock. These Investor Warrants were issued to former Dyadic-Florida shareholders who were investors in the private placement offering by Dyadic-Florida completed in July 2004.

(5) Represents shares of common stock issued to former Dyadic-Florida shareholders as a result of the merger consummated on October 29, 2004.

(6) Executive officer or employee of the Company.

(7) Placement agent for our private placement offering completed in November 2004. 16,102 shares of common stock were issued by Dyadic-Florida as an initial engagement fee. Upon completion of the offering, we issued to the placement agent Investor Warrants to purchase 123,865 shares of common stock expiring in October 2009 and exercisable at $5.50 per share, and another class of warrants to purchase 247,730 shares of common stock expiring in October 2009 and exercisable at $3.33 per share. The placement agent may transfer these warrants or shares to its employees, officers or directors prior to their sale under this prospectus, subject to compliance with applicable securities laws.

(8) Represents shares of our common stock issued in our private placement offering completed in November 2004.

(9) Represents shares purchasable under Investor Warrants expiring in October 2009 and exercisable at $5.50 per share of common stock. These Investor Warrants were issued to investors in our private placement offering completed in November 2004.

(10) Represents shares purchasable under options expiring May 24, 2006 and exercisable at $4.50 per share. All of these options were exercised in full prior to expiring. These options were not issued under the Dyadic International, Inc. Amended and Restated 2001 Equity Incentive Plan.

(11) Represents shares purchasable under Bridge Loan Warrants expiring in May 2013 and exercisable at $3.33 per share.

(12) Represents 5,202,959 shares of common stock issued to the Mark A. Emalfarb Trust for its Dyadic-Florida shares as a result of the merger and 367,868 shares of common stock issued to the Mark A. Emalfarb Trust in exchange for cancellation of $1,225,000 of debt owed to the trust. Also represents 251,298 shares covered by this prospectus issued to the Mark A. Emalfarb Trust upon the conversion of a convertible note in the amount of $836,824 at $3.33.

(13) Represents 1,092,500 shares purchasable under Bridge Loan Warrants exercisable at $3.33 per share and 183,934 shares purchasable under Investor Warrants exercisable at $5.50 per share.

(14) All securities are held of record by the Mark A. Emalfarb Trust U/A/D October 1, 1987, of which Mr. Emalfarb serves as the sole trustee.

(15) Includes 222,537 shares of common stock covered by this prospectus issued to the named selling stockholder upon the conversion of a convertible note in the amount of $741,047, at $3.33 per share.

(16) The Francisco Trust has as its beneficiaries the spouse and descendants of Mark A. Emalfarb, and as its trustee an unrelated third party, Robert S. Levin, Esq.

(17) Crestview Capital Partners, LLC (“CCP”) is the sole managing member of Crestview Capital Master, LLC (“CCM”) and may be deemed to have sole voting and investment power with respect to the securities beneficially owned by CCM. CCP disclaims beneficial ownership of these securities. The managing members of CCP are Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom may be deemed to have voting and dispositive power over securities beneficially owned by CCM, and each of whom also disclaims beneficial ownership of these securities. Mr. Flink is an affiliate of a broker-dealer and it has been confirmed to us that the securities were acquired to be resold in the ordinary course of business and that there are no arrangements with any other persons, whether directly or indirectly, to dispose of the securities.

(18) Represents shares held of record by Mark J. Gunderson, Esq., as escrow agent under the Development Agreement dated as of July 20, 2004 between the named selling stockholder and Dyadic-Florida. The shares will be released from escrow and transferred to the named selling stockholder as payment for R&D services being rendered by the named selling stockholder to us. As of March 31 2006, 35,399 shares have been released from escrow and transferred to the named selling stockholder.

(19) Represents shares of common stock held of record in an Individual Retirement Account by Mesirow Financial Inc., as custodian.

(20) Represents shares of common stock held of record in an Individual Retirement Account by Neuberger Berman Trust Company.

(21) Represents shares of common stock held of record by The Frost National Bank, as custodian.

(22) Represents shares of common stock held of record in an Individual Retirement Account by Pershing LLC.

(23) Represents shares of common stock issued on May 25, 2005. See “Real Estate Purchase” below.

(24) Represents shares of common stock transferred by Robert I. Schwimmer to the Schwimmer Family Education Trust U/T/A dtd December 29, 2005 for the benefit of his children, of which he and Cynthia D. Schwimmer are the trustees, in a transaction not effected pursuant to this prospectus.

(25) Represents shares of common stock transferred from David and Barbara Jay in transactions not effected pursuant to this prospectus.

(26) Represents shares of common stock underlying Warrants that were transferred from Asset Managers Investments Ltd. and Tiberius Investment & Capital in transactions not effected pursuant to this prospectus.

(27) Represents shares of common stock underlying Warrants that were transferred from Bioform LLC to its members by virtue of a pro rata distribution.

(28) Represents shares of common stock underlying 50,000, 75,075 and 62,613 Warrants that were transferred by The Cordillera Fund, Highgate House Funds, Ltd. and Vision Opportunity Master Fund, respectively, in transactions not effected pursuant to this prospectus.

(29) The named selling stockholder acquired the shares from Robert Grandi and Jennifer Grandi, both of whom are the trustees and beneficiaries of the named selling stockholder, in a transaction not effected pursuant to this prospectus.

(30) Includes 125,000 shares acquired by the named selling stockholder from another named selling stockholder in a transaction not effected pursuant to this prospectus.

(31) The named selling stockholder is a director of the Company.

(32) Represents shares purchased on November 3, 2004 upon exercise of options to purchase shares from the Francisco Trust.

(33) Represents shares of common stock transferred by Robert I. Schwimmer after January 28, 2005 in a transaction not effected pursuant to this prospectus.

(34) Represents securities held of record in an Individual Retirement Account by Delaware Charter.

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SEE “RISK FACTORS” SET FORTH IN THE PROSPECTUS TO READ ABOUT IMPORTANT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

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These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of the Prospectus or this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is July 6, 2006.