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)
David B.H. Martin, Esq.
Covington & Burling LLP
1201 Pennsylvania Avenue, NW
Washington, DC 20004-2401
(202) 662-5128
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 31, 2007
(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.
þ
**
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
**
This statement on Schedule 13D relates to shares held by parties to a voting
agreement dated as of October 31, 2007 (
Voting Agreement
). Two such parties Mark A. Emalfarb
and The Francisco Trust U/A/D February 28, 1996 had previously reported on a Schedule 13G the
acquisition of the shares now covered by the Voting Agreement.
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1
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NAMES OF REPORTING PERSONS
The Pinnacle Fund, L.P.
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
(See
Item 5)
|
|
(b)
o
|
|
|
|
3
|
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SEC USE ONLY
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|
|
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|
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4
|
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SOURCE OF FUNDS
|
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WC (See Item 3)
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5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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|
o
|
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
|
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
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0
|
|
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|
|
SHARES
|
8
|
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SHARED VOTING POWER
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BENEFICIALLY
|
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OWNED BY
|
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16,392,159 (See Item 5)
|
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|
|
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EACH
|
9
|
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SOLE DISPOSITIVE POWER
|
REPORTING
|
|
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PERSON
|
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1,790,572
1
|
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WITH
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10
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SHARED DISPOSITIVE POWER
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|
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0
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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16,392,159 (See Item 5)
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12
*
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|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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þ
|
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|
13
**
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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52.4%(See Item 5)
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14
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TYPE OF REPORTING PERSON
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PN
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1
This amount excludes 68,700 shares of the Issuers common stock
issuable upon the exercise of a warrant held by The Pinnacle Fund,
L.P. as explained below in Footnote *.
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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
percentage in line 13 is calculated based on (i) the number of
shares of Dyadic International, Inc. common
stock outstanding as of March 28, 2007, as reported in the Issuers most recent Form 10-KSB, filed with the
Securities and Exchange Commission on April 2, 2007 and
(ii) the options and warrants of the parties to the Voting Agreement
exercisable within 60 days of the execution of the Voting
Agreement.
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1
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NAMES OF REPORTING PERSONS
Barry M. Kitt
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
(See
Item 5)
|
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(b)
o
|
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|
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3
|
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SEC USE ONLY
|
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|
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4
|
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SOURCE OF FUNDS
|
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WC (See Item 3)
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5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
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|
|
o
|
|
|
|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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United States
|
|
|
|
|
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7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
16,392,159 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
1,790,572
1
|
|
|
|
|
WITH
|
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
|
|
|
|
þ
|
|
|
|
13
**
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
52.4% (See Item 5)
|
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|
|
14
|
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TYPE OF REPORTING PERSON
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IN
|
1
This
amount excludes 68,700 shares of the Issuers common stock
issuable upon the exercise of a warrant held by The Pinnacle Fund,
L.P. as explained below in Footnote *.
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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
percentage in line 13 is calculated based on (i) the number of shares
of Dyadic International, Inc. common stock outstanding as of March
28, 2007, as reported in the Issuers most recent Form 10-KSB,
filed with the Securities and Exchange Commission on April 2, 2007
and (ii) the options and warrants of the parties to the Voting Agreement
exercisable within 60 days of the execution of the Voting
Agreement.
|
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1
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NAMES OF REPORTING PERSONS
The Francisco Trust U/A/D February 28, 1996
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
(See
Item 5)
|
|
(b)
o
|
|
|
|
3
|
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SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
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SOURCE OF FUNDS
|
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|
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OO (See Item 3)
|
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5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
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|
|
o
|
|
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|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Illinois
|
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7
|
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SOLE VOTING POWER
|
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NUMBER OF
|
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0
|
|
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|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
16,392,159 (See Item 5)
|
|
|
|
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EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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PERSON
|
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4,844,578
|
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WITH
|
10
|
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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
|
|
|
|
þ
|
|
|
|
13
**
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
52.4% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
OO
|
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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
percentage in line 13 is calculated based on (i) the number of shares of Dyadic International, Inc. common
stock outstanding as of March 28, 2007, as reported in the Issuers most recent Form 10-KSB, filed with the
Securities and Exchange Commission on April 2, 2007 and
(ii) the options and warrants of the parties to the Voting Agreement
exercisable within 60 days of the execution of the Voting
Agreement.
|
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|
|
|
1
|
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NAMES OF REPORTING PERSONS
Mark A. Emalfarb
|
|
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
(See
Item 5)
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
PF (See Item 3)
|
|
|
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5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
|
o
|
|
|
|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
16,392,159 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
7,098,559
|
|
|
|
|
WITH
|
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
|
|
|
|
þ
|
|
|
|
13
**
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
52.4%(See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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
percentage in line 13 is calculated based on (i) the number of
shares of Dyadic International, Inc. common
stock outstanding as of March 28, 2007, as reported in the Issuers most recent Form 10-KSB, filed with the
Securities and Exchange Commission on April 2, 2007 and
(ii) the options and warrants of the parties to the Voting Agreement
exercisable within 60 days of the execution of the Voting
Agreement.
|
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|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Tom Juda
|
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|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
(See
Item 5)
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
PF (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
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
16,392,159 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
395,100
|
|
|
|
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
|
|
|
|
þ
|
|
|
|
13
**
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
52.4% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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 percentage in
line 13 is calculated based on (i) the number of shares of
Dyadic International, Inc. common stock outstanding as of
March 28, 2007, as reported in the Issuers most recent
Form 10-KSB, filed with the Securities and Exchange Commission
on April 2, 2007 and (ii) the options and warrants of the
parties to the Voting Agreement exercisable within 60 days of the execution of the Voting
Agreement.
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Nancy Juda
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
(See
Item 5)
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
PF (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
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
16,392,159 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
395,100
|
|
|
|
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
|
|
|
|
þ
|
|
|
|
13
**
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
52.4%(See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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 percentage in
line 13 is calculated based on (i) the number of shares of Dyadic International, Inc. common stock outstanding as of March 28, 2007,
as reported in the Issuers most recent Form 10-KSB, filed with
the Securities and Exchange Commission on April 2, 2007 and
(ii) the options and warrants of the parties to the Voting Agreement
exercisable within 60 days of the execution of the Voting
Agreement.
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
J. Steven Emerson
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
(See
Item 5)
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
PF (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
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
16,392,159 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
1,122,100
1
|
|
|
|
|
WITH
|
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
|
|
|
|
þ
|
|
|
|
13
**
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
52.4% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
1
This
amount excludes 180,000 shares of the Issuers
common stock issuable upon the exercise of a warrant over which
J. Steven Emerson has voting authority as explained below in Footnote *.
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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 percentage in
line 13 is calculated based on (i) the number of shares
of Dyadic International, Inc. common stock outstanding as of March 28, 2007, as reported in the Issuers most recent
Form 10-KSB, filed with the Securities and Exchange Commission on
April 2, 2007 and (ii) the options and warrants of the
parties to the Voting Agreement exercisable within 60 days of the execution of the Voting
Agreement.
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
David M. Knott
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
(See
Item 5)
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
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
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
16,392,159 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
1,141,250
|
|
|
|
|
WITH
|
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
|
|
|
|
þ
|
|
|
|
13
**
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
52.4% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
* The common stock reported above 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 Issuers common stock. J.
Steven Emerson has voting authority over warrants which are exercisable into 180,000 shares of the Issuers 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 percentage in
line 13 is calculated based on (i) the number
of shares of Dyadic International, Inc. common stock outstanding as of March 28, 2007, as reported in the
Issuers most recent Form 10-KSB, filed with the Securities and
Exchange Commission on April 2, 2007 and (ii) the options and
warrants of the parties to the Voting Agreement exercisable within
60 days of the execution of the Voting
Agreement.
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 in connection with the Voting Agreement: The
Pinnacle Fund, L.P.; Barry M. Kitt; The Francisco Trust U/A/D February 28, 1996; Mark A. Emalfarb;
Tom Juda; Nancy Juda; J. Steven Emerson; and David M. Knott (collectively,
Reporting Persons
).
(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
|
|
|
|
|
|
|
|
The Francisco Trust U/A/D
February 28,
1996
2
|
|
c/o Morley
Alperstein,
Trustee, 17236 Golf
Pine Circle,
Wellington, FL
33414
|
|
Investing in equity
and equity- related
securities and
other securities of
any kind or nature
|
|
Illinois
|
|
|
|
|
|
|
|
Mark A. Emalfarb
3
|
|
337 Indiantown Road,
Unit D-7, Jupiter,
FL 33477
|
|
Managing entities
which invest in
equity and equity-
related securities
and other
securities of any
kind or nature.
|
|
United States
|
|
|
|
|
|
|
|
Tom Juda
4
|
|
410 S. Lucerne
Boulevard, Los
Angeles, CA 90020
|
|
Managing entities
which invest in
equity and equity-
related securities
and other
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
shares of the Issuers 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
|
|
The Francisco Trust U/A/D February 28, 1996
beneficially owns 4,844,578 shares.
|
|
3
|
|
Mark A. Emalfarb beneficially owns 7,098,559 shares
through The Mark A. Emalfarb Trust U/A/D October 1, 1987.
|
|
4
|
|
Tom and Nancy Juda beneficially and jointly own 395,100
shares through The Tom and Nancy Juda Living Trust.
|
|
|
|
|
Principal
|
|
Citizenship/Place of
|
Reporting Person
|
|
Business Address
|
|
Occupation/Business
|
|
Organization
|
|
|
|
|
|
|
|
Nancy Juda
4
|
|
410 S. Lucerne
Boulevard, Los
Angeles, CA 90020
|
|
Managing entities
which invest in
equity and equity-
related securities
and other
securities of any
kind or nature.
|
|
United States
|
|
|
|
|
|
|
|
J. Steven Emerson
5
|
|
1522 Ensley Avenue,
Los Angeles, CA
90024
|
|
Managing entities
which invest in
equity and equity-
related securities
and other
securities of any
kind or nature.
|
|
United States
|
|
|
|
|
|
|
|
David M. Knott
6
|
|
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
|
The
Reporting Persons have entered into a joint filing agreement, dated as of November 9, 2007,
a copy of which is attached to this Statement as Exhibit 99.1. 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. The Francisco Trust U/A/D February 28, 1996
also owns some shares that were gifted shares. Pursuant to, and subject to the terms and conditions contained in, the Voting Agreement
described in Item 4 of this statement, the Reporting Persons may be deemed to have acquired
beneficial ownership of the Subject 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 4 of this statement.
Item 4. Purpose of Transaction.
The Reporting Persons are filing this statement with respect to 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 (
Participating Stockholders
). Under the Voting
Agreement, the manner in which the Participating Stockholders will
vote their shares with respect to all matters proposed to the
Issuers stockholders for approval will be determined based on
the voting decision of the majority of the shares covered by the
Voting Agreement. The Voting Agreement will terminate either two years from
the date of the agreement or by the written consent of a majority of the Participating Stockholders
whichever date is earlier. Additionally, a Participating Stockholder may terminate the
|
|
|
5
|
|
J. Steven Emerson holds, in aggregate, 1,122,100 shares
through the following entities: (1) 66,100 shares through the Emerson Family
Foundation; (2) 13,400 shares through the J. Steven Emerson Investment Account;
(3) 354,900 shares through the J. Steven Emerson IRA Rollover II; (4) 615,200
shares through the J. Steven Emerson Roth IRA; and (5) 72,500 shares through
Emerson Partners.
|
|
6
|
|
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. Knotts interests in Knott Partners
Management, LLC and Dorset Management Corporation, he has investment discretion
and control over 1,141,250 shares of the Issuers common stock. Consequently,
he may be deemed to beneficially own such shares.
|
Voting Agreement, with respect to that Participating Stockholder, by providing 30 days written
notice to the other Participating Stockholders.
This summary of the Voting Agreement is qualified in its entirety by reference to the Voting
Agreement, which is filed as Exhibit 99.2 and incorporated herein by reference.
The
Reporting Persons believe that action should be taken to preserve stockholder
value due to the Issuers recent operational deterioration. The
Reporting Persons, directly or indirectly, may therefore take actions under the Voting Agreement with a purpose or effect of changing or
influencing control of the Issuer, or in connection with or as a participant in any transaction
having that purpose or effect, such as:
(1) the acquisition of additional common shares of the Issuer, or the disposition of common shares
of the Issuer;
(2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer;
(3) a sale, lease, license, or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the Issuer, including any plans
or proposals to elect new directors, to remove directors, to replace directors, to change the
number or term of directors, or to fill any existing vacancies on the board;
(5) any other material change in the Issuers business or corporate structure;
(6) changes in the Issuers certificate of incorporation, by-laws or instruments corresponding
thereto;
(7) the
solicitation of proxies or consents with respect to the foregoing; and/or
(8) any action similar to those enumerated above.
Any future decision of the Reporting Persons to take any such actions with respect to the
Issuer or its securities will take into account various factors, including the prospects of the
Issuer, general market and economic conditions, and other factors deemed relevant. The Reporting
Persons reserve the right to change their plans and intentions at any time, as they deem
appropriate.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the Voting Agreement, the Reporting Persons may be deemed to have
beneficial interest in the aggregate amount of 16,392,159 shares of the Issuers common
stock as of October 31, 2007 (
Subject
Shares
). This amount includes options and warrants,
exercisable within 60 days of the execution of the Voting
Agreement,
to acquire additional shares of the Issuers common stock. The
Subject Shares constitute approximately 52.4% of the Issuers
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 Issuers 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 execution of the Voting
Agreement. 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 execution of the Voting
Agreement 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 Issuers stockholders for
approval will be determined based on the voting decision of the
majority of the shares covered by the Voting Agreement. As described in Item 4 of this statement, 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 Subject Shares with the other parties to the Voting Agreement.
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 Issuers
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 Issuers common stock.
1
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 Issuers common stock.
1
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
Issuers 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 of or to direct the disposition of 395,100 shares of the Issuers 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 Issuers common stock.
2
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 Issuers common
stock.
(c) To the knowledge of the Reporting Persons, the Reporting Persons have not
effected any transactions in the Issuers 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
Subject Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the 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
|
|
Joint Filing Agreement, dated November 9, 2007
|
|
99.2
|
|
Voting Agreement by and among certain stockholders of Dyadic
International, Inc., dated as of October 31, 2007
|
|
|
|
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.
|
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.
|
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:
November 9, 2007
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
THE FRANCISCO TRUST U/A/D FEBRUARY 28, 1996
|
|
|
|
|
|
|
|
By:
|
|
/s/ Morley Alperstein
|
|
|
|
|
|
|
|
Name:
|
|
Morley Alperstein
|
|
|
Title:
|
|
Trustee
|
|
|
|
|
|
|
|
MARK A. EMALFARB
|
|
|
/s/ Mark A. Emalfarb
|
|
|
|
|
|
|
|
|
|
|
|
|
TOM JUDA
|
|
|
/s/ Tom Juda
|
|
|
|
|
|
|
|
|
|
|
|
|
NANCY JUDA
|
|
|
/s/ Nancy Juda
|
|
|
|
|
|
|
|
|
|
|
|
|
J. STEVEN EMERSON
|
|
|
/s/ J. Steven Emerson
|
|
|
|
|
|
|
|
|
|
|
|
|
DAVID M. KNOTT
|
|
|
/s/ David M. Knott
|
|
|
|
|
|
Dyadic (AMEX:DIL)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Dyadic (AMEX:DIL)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024