Francisco Trust under agreement dated February 28, 1996 4

What Happened
Francisco Trust (a reported 10% owner) disposed of multiple blocks of Dyadic International (DYAI) common stock in open‑market sales between June 2024 and January 2025, generating aggregate cash proceeds of about $343,763. Separately, on March 8, 2024 the issuer issued an 8.0% senior secured convertible promissory note to the Trust (no cash paid for the conversion right). That Note was later amended (Oct 4, 2024 and Dec 23, 2025) to reduce conversion prices and increase the total number of shares into which it is convertible — currently convertible into a total of 952,381 shares (conversion prices: initially $1.79, then $1.40, then $1.05). The Note’s current expiration date is December 31, 2027.

Key Details

• Sales (open market):
  • 2024-06-06: 26,340 sh @ $2.43 = $63,911
  • 2024-12-20: 25,281 sh @ $1.87 = $47,339
  • 2024-12-23: 41,143 sh @ $1.84 = $75,567
  • 2024-12-24: 5,100 sh @ $1.80 = $9,192
  • 2024-12-30: 40,000 sh @ $1.98 = $79,072
  • 2025-01-06: 20,000 sh @ $1.92 = $38,458
  • 2025-01-07: 15,000 sh @ $2.01 = $30,224
  • Total proceeds ≈ $343,763.
• Derivative acquisitions (no cash):
  • 2024-03-08: Note convertible into 558,659 shares (conversion price $1.79) — recorded as acquisition (derivative).
  • 2024-10-04: Note amended to add 155,627 shares (reduced conversion price $1.40).
  • 2025-12-23: Note amended to add 238,095 shares (reduced conversion price $1.05).
  • Total convertible shares after amendments: 952,381; Note matures (amended) Dec 31, 2027.
• Role: Reporting entity is a 10% owner (institutional level) — not the company’s executive officer.
• Shares owned after transactions: Not specified in the provided filing details.
• Filing timeliness: The Form 4 was filed July 6, 2026 for transactions beginning March 8, 2024 — this indicates a late filing, which delays public transparency about these trades and derivative amendments.

Context

• The sales were open‑market disposals (routine liquidity events) while the March 2024 entry and later entries reflect a convertible debt instrument that can be converted into common stock at the holder’s option. These derivative entries are not cash purchases of stock today but represent potential future share issuance if the note is converted.
• As a 10% owner, Francisco Trust’s activity is institutional — disclosures show holdings and conversion rights but do not necessarily indicate management sentiment.