UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DYADIC INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 45-0486747 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 140 Intracoastal Pointe Drive, Suite 404 Jupiter, Florida 33477 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock, par value $0.001 American Stock Exchange - -------------------------------------------- --------------------------------- If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box: |X| If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box: |_| Securities Act registration statement file number to which this Form relates: 333-121738 Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- Title of Class ITEM 1. Description of Registrant's Securities To Be Registered. Reference is made to the Registration Statement on Form SB-2 (Registration No. 333-121738), as amended, under the Securities Act of 1933, as amended, of Dyadic International, Inc. and the Prospectus dated January 28, 2005 included therein as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on February 1, 2005. The discussion and information under the heading "DESCRIPTION OF SECURITIES" beginning on page 84 of the Prospectus is incorporated herein by reference in response to this Item I. ITEM 2. Exhibits. Pursuant to the Instructions as to Exhibits, no exhibits are filed herewith or incorporated by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: May 24, 2005 DYADIC INTERNATIONAL, INC. By:/s/ Mark A. Emalfarb -------------------------------------------- Mark A. Emalfarb President and Chief Executive Officer