Dyadic Announces Receipt of Purported Declaration of Default from Mark A. Emalfarb Trust and Other Events
08 Janvier 2008 - 10:40PM
Business Wire
Dyadic International, Inc. (AMEX:DIL) announced today that on
January 2, 2008, Dyadic International (USA), Inc. ("Dyadic
Florida"), a wholly-owned subsidiary of Dyadic International, Inc.
(the "Company"), received a purported declaration of default (the
"2008 Default Notice") from the Mark A. Emalfarb Trust under
agreement dated October 1, 1987 ("Emalfarb Trust") relating to
Dyadic Florida's Revolving Note in favor of the Emalfarb Trust
dated as of May 29, 2003 with a maturity date of January 1, 2009
(as amended to date, the "Note"). Principal under the Note bears
interest at the rate of 8% per annum (14% following a default under
the Note); the Note has a principal balance of approximately $2.4
million and is secured by certain of Dyadic Florida�s assets. The
Emalfarb Trust has as its trustee and beneficiary Mark A. Emalfarb,
a director of the Company and the former Chief Executive Officer
and President of the Company. According to a Schedule 13D filing
(filed on November 13, 2007) (the "13D Filing"), Mark Emalfarb,
through the Emalfarb Trust, owned 5,822,125 shares (or
approximately 19.4%) of the Company's outstanding shares of common
stock as of November 9, 2007. In addition, according to the 13D
filing, the Francisco Trust under agreement dated February 28,
1996, whose beneficiaries are the spouse and descendants of Mark
Emalfarb, owned 4,844,578 shares (or approximately 15.9%) of the
Company's outstanding shares of common stock as of November 9,
2007. As previously disclosed in the Company's Current Report on
Form 8-K (filed on October 24, 2007) (the "October 24 8-K"), on
October 3, 2007, Dyadic Florida received a purported written notice
of default (the "2007 Default Notice") from the Emalfarb Trust
pursuant to the Note and the Security Agreement dated as of May 29,
2003, as amended by the first amendment thereto dated as of August
19, 2004 (the "Security Agreement"). The 2007 Default Notice
alleged that, with reference to certain events identified in the
2007 Default Notice and reported in the Company's Current Reports
on Form 8-K filed prior to the date of the 2007 Default Notice (the
"Events"), Dyadic Florida may be in default under the Note and
Security Agreement. The 2008 Default Notice asserts that the Events
(as referred to in the 2007 Default Notice, with no new or
different events identified) have continued for more than 90 days
and purports to declare Dyadic Florida in Default (as defined in
the Note) under the Note and that all amounts evidenced under the
Note are immediately due and payable to the Emalfarb Trust. The
2008 Default Notice demands payment of all unpaid principal and
accrued interest due on the Note, plus approximately $11,000 in
legal fees. As the Company previously reported in the October 24
8-K (with regard to the 2007 Default Notice) and reaffirms here,
the Company does not believe that it is in default under the Note.
The Company does not believe that any of the Events constitutes a
default under the Note. The Company has made all payments required
by the terms of the Note. Although no assurances can be given as to
the ultimate outcome of this matter, the Company disagrees with the
claims in the 2007 Default Notice and the 2008 Default Notice that
a default has occurred under the Note and intends to vigorously
contest these claims. As previously disclosed in the Company's
Current Report on Form 8-K (filed on December 28, 2007),�the six
putative class action lawsuits filed against the Company and
certain current and former officers and directors of the Company 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. On December 28, 2007, the
Court ordered that the lead plaintiff must file an amended and
consolidated complaint by February 25, 2008, and that the Company
must respond to such complaint by March 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 January 8, 2008, 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.
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