Dyadic (AMEX:DIL)
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Dyadic International, Inc. (AMEX:DIL) announced today that on December
10, 2007, the American Stock Exchange ("AMEX") notified Dyadic
International, Inc. (the "Company" or "Dyadic") of the date for the
Company's oral hearing to review the AMEX Listing Qualifications
Department staff (the "Staff") determination to proceed with the
delisting of the Company's common stock from AMEX. The oral hearing,
which will be held before an AMEX Listing Qualifications Panel, is
scheduled for January 8, 2008. By way of background, as previously
disclosed in the Company's Current Reports on Form 8-K (filed on July 9,
2007, August 28, 2007, November 19, 2007 and December 3, 2007), the
Company received notice from the Staff on November 27, 2007 that the
Company had failed to regain compliance with AMEX's continued listing
standards set forth in Sections 134 and 1101 of the AMEX Company Guide
by the November 16, 2007 deadline previously imposed by AMEX, because
the Company failed to timely file its Quarterly Reports on Form 10-QSB
for the periods ended March 31, 2007, June 30, 2007 and September 30,
2007. Accordingly, the Staff provided notice to the Company of AMEX's
intent to file a delisting application with the Securities and Exchange
Commission (the "SEC") to strike the Company's common stock from listing
and registration on AMEX. In accordance with applicable AMEX rules, the
Company appealed this determination and requested a hearing before an
AMEX Listing Qualifications Panel (which oral hearing, as noted above,
has now been scheduled for January 8, 2008).
On December 21, 2007, the Company received another notice from the Staff
(the "December 21 Notice") indicating that the Company was not in
compliance with AMEX's continued listing standards set forth in Section
704 of the AMEX Company Guide because the Company failed to hold an
annual meeting of its stockholders in 2007 to elect directors and to
take action on other corporate matters. As previously disclosed in the
Company's Current Report on Form 8-K (filed on November 19, 2007), the
Company has been unable to call, notice and hold an annual stockholders'
meeting for the election of directors in 2007 because of its inability
to comply with the SEC's proxy rules in connection with any such meeting
(which proxy rules require that the Company's related proxy or
information statement be accompanied or preceded by an annual report to
stockholders that includes audited financial statements and meets the
other applicable requirements of the proxy rules). In accordance with
applicable AMEX rules and the December 21 Notice, the Company will have
the opportunity to address this Staff determination at the January 8,
2008, oral hearing before the AMEX Listing Qualifications Panel.
There can be no assurance that the Company's appeal of the Staff's
delisting determination will be successful or that the Company's request
for continued listing (or any delay in delisting) by AMEX will be
granted. The halt on trading in the Company's shares remains in effect
at the direction of AMEX, and there can be no assurance that trading
(whether on AMEX or any other listing, trading or quotation system) will
ever resume. Based on information available as of the date of this
filing, the Company believes it is unlikely that its appeal before the
AMEX Listing Qualifications Panel will be successful. The Company is
considering its options available under the circumstances should AMEX
strike the Company's common stock from listing and registration on AMEX.
As previously disclosed in the Company's Current Reports on Form 8-K
(filed on October 24, 2007, November 19, 2007 and December 3, 2007), the
Company has engaged Gordian Group, LLC ("Gordian Group") to serve as the
Company’s investment banker and financial
adviser to assist the Company in evaluating, exploring and, if deemed
appropriate, pursuing and implementing certain strategic and financial
options that may be available to the Company, including a possible sale,
merger, restructuring, recapitalization, reorganization or other
strategic or financial transaction. On December 7, 2007, the Company
commenced implementing a process (the "Strategic Process") designed to
maximize the realizable value of the Company's business and assets for
all Dyadic stockholders, by soliciting indications of interest from
identified third parties concerning the possible sale of the Company (or
the Company's outstanding stock or assets). The Company's Strategic
Process is being administered by Gordian Group under the direction of
the Executive Committee of the Board of Directors. No person is
authorized to speak for the Company in connection with the Strategic
Process other than Gordian Group and other persons authorized by the
Executive Committee. Although implementation of the Strategic Process
has commenced, no conclusion as to any specific option or transaction
has been reached, nor has any specific timetable been fixed for
accomplishing this effort, and there can be no assurance that any
strategic, financial or other option or transaction will be presented,
implemented or consummated.
On December 10, 2007, the Company filed an answer to the petition
previously filed by Mark A. Emalfarb, in his capacity as trustee of the
Mark A. Emalfarb Trust, a stockholder of the Company, in the Court of
Chancery of the State of Delaware pursuant to Section 211 of the General
Corporation Law of the State of Delaware (the “211
Action”). By way of background, as previously
disclosed in the Company's Current Report on Form 8-K (filed on November
19, 2007), Mr. Emalfarb's petition in the 211 Action seeks an order of
the Court directing the Company to call and hold an annual meeting of
its stockholders for the election of directors. As noted above, the
Company has been unable to call, notice and hold an annual stockholders'
meeting for the election of directors in 2007 because of its inability
to comply with the SEC's proxy rules in connection with any such meeting
(which proxy rules require that the Company's related proxy or
information statement be accompanied or preceded by an annual report to
stockholders that includes audited financial statements and meets the
other applicable requirements of the proxy rules). However, the Company
desires to notice, convene and hold an annual meeting of stockholders if
legally permitted to do so. In response to Mr. Emalfarb’s
petition, the Company joined in the request that the Court enter an
order requiring it to hold an annual meeting and, in particular,
requested that the Court enter an order: (1) directing the Company to
hold an annual meeting of stockholders for the election of two
directors; (2) designating a date, time and place for such meeting and
the record date for the determination of stockholders of the Company
entitled to vote at such meeting, and approving the form of notice of
the annual meeting; and (3) directing the Company to make prompt
application to the SEC for any necessary exemptive relief, waiver, order
or “no action letter”
to ensure that the Company will be permitted to provide notice of the
annual meeting, to make recommendations, to solicit proxies and to make
public disclosures about the annual meeting in order to provide
information that the Company's Board of Directors believes to be
material to stockholders in connection with such annual meeting. The
Company intends to vigorously pursue its interests in connection with
the 211 Action, but no assurance can be given as to the timing, costs to
defend or the ultimate outcome of this matter.
On December 12, 2007, the six putative class action lawsuits filed in
the United States District Court for the Southern District of Florida
were consolidated, and the Court selected a lead plaintiff who is tasked
with litigating the claims against the Company on behalf of all putative
class members. By way of background, as previously disclosed in the
Company's Current Reports on Form 8-K (filed on October 24, 2007,
November 19, 2007 and December 3, 2007), each individual putative class
action complaint names the Company and certain current and former
officers and directors of the Company as defendants. The putative class
action lawsuits allege that the defendants, among other things, violated
federal securities laws by issuing various materially false and
misleading statements that had the effect of artificially inflating the
market price of the Company’s securities and
causing putative class members to overpay for securities purchased
during the period from March 30, 2006 through April 23, 2007. The
complaints seek, among other things, unspecified monetary damages and
the costs and expenses incurred in prosecuting the action. The Company
and lead plaintiff’s counsel have filed a
proposed schedule with the Court that would require, subject to the
Court's approval, the lead plaintiff to file an amended and consolidated
complaint by February 25, 2008 and the Company to respond to that
complaint by April 28, 2008. The Company intends to vigorously contest
and defend the allegations under the amended and consolidated putative
class action complaint, but no assurance can be given as to the timing,
costs to defend or the ultimate outcome of this matter.
On December 28, 2007, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K, which includes discussion of
the above-mentioned items.
About Dyadic
Dyadic International, Inc. is a biotechnology company that uses its
patented and proprietary technologies to conduct research and
development activities for the discovery, development, and manufacture
of products and enabling solutions to the bioenergy, industrial enzyme
and pharmaceutical industries.
Cautionary Statement for Forward-Looking Statements
Certain statements made in this press release may be considered
"forward-looking statements." These forward-looking statements are based
upon current expectations and involve a number of assumptions, risks and
uncertainties that could cause our actual results, performance or
achievements to be materially different from such forward-looking
statements. In view of such risks and uncertainties, investors
and stockholders should not place undue reliance on our forward-looking
statements. Such statements speak only as of the date of this
release, and we undertake no obligation to update any forward looking
statements made herein. For a discussion of assumptions, risks
and uncertainties identified by the Company, please see our filings from
time to time with the Securities and Exchange Commission, which are
available free of charge on the SEC's web site at http://www.sec.gov,
including our Annual Report on Form 10-KSB for the year ended December
31, 2006, and our subsequent filings with the SEC.