UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 26, 2005


                           Dyadic International, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                      333-102629                45-0486747
--------------------------------------------------------------------------------
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)                File Number)          Identification No.)


    140 Intracoastal Pointe Drive, Suite 404
             Jupiter, Florida                                       33477
--------------------------------------------------------------------------------
     (Address of principal executive offices)                     (Zip Code)


       Registrant's telephone number, including area code: (561) 743-8333


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement

      On  April  26,  2005,   the  Board  of   Directors   ("Board")  of  Dyadic
International,  Inc., a Delaware  corporation (the "Company"),  elected Harry Z.
Rosengart as a Class II Director.  In  accordance  with the  Company's  Director
Compensation  Policy,  the Board  granted to Mr.  Rosengart a stock  option (the
"Director  Option") to  purchase  30,000  shares of Common  Stock of the Company
("Option Shares") under the Dyadic International,  Inc. 2001 Equity Compensation
Plan at an  exercise  price of $2.695 per Option  Share,  pursuant  to an option
agreement  in the form of the  Company's  standard  form  director  stock option
agreement.  The Director Option granted to Mr. Rosengart becomes  exercisable on
the  grant  date as to 25% of the  Option  Shares  purchasable  thereunder  and,
conditioned upon his continued service on the Board, exercisable as to 18.75% of
the Option Shares purchasable  thereunder on each of the next four anniversaries
of the grant date,  in accordance  with the Director  Compensation  Policy.  Mr.
Rosengart's Director Option expires on April 26, 2010.

      As  authorized  by the Board,  on April 26,  2005,  concurrently  with his
election  to the  Board as a Class II  Director,  the  Company  entered  into an
Indemnification  Agreement  with Mr.  Rosengart  on its  standard  form for such
agreements.   Under  that  Indemnification  Agreement,  the  Company  agreed  to
indemnify Mr. Rosengart  against any liability arising out of his performance of
his duties to the Company in his  capacity as a  director.  The  Indemnification
Agreement  provides Mr.  Rosengart  with an  indemnification  in addition to the
indemnification  provided by the Company's Restated Certificate of Incorporation
and  Amended  and  Restated  Bylaws.  Among other  things,  the  Indemnification
Agreement  indemnifies Mr. Rosengart for certain expenses (including  attorneys'
fees), judgments,  fines and settlement amounts incurred by him in any action or
proceeding,  including any action by or in the right of the Company  arising out
of his  service to the  Company,  to any of its  subsidiaries,  and to any other
company or  enterprise to which he provides  services at the Company's  request.
Further, the Company agrees to advance to Mr. Rosengart expenses he may incur as
a result of any proceeding against him as to which he could be indemnified.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

      On April 26, 2005, the Board increased the number of its members from four
to five,  and elected Harry Z.  Rosengart to serve as a Class II Director with a
term expiring at the Annual Meeting of Stockholders to be held in 2006.


                                       2
<PAGE>

      During the past five years,  Mr.  Rosengart  has served (and  continues to
serve) as the President and CEO of HK & Associates, an investment and consulting
firm which provides advice to small and medium-sized life sciences companies and
life-science  investment  firms. Mr. Rosengart is a founder of several privately
held  companies,   including:   LigoChem,  Inc.,  a  DNA\RNA  and  macromolecule
bioseparations  company  founded in 1995, of which he is a former  President and
CEO, and a current  member of its board of directors;  SunPharm  Corporation,  a
polyamine based anti-cancer drug  development-stage  company founded in 1991, of
which he is a former COO, CFO, and member of its board of directors;  and Syncom
Pharmaceuticals,  Inc, a contract sales force  organization  founded in 1991, of
which he has held a variety  of  interim  positions  and  served on its board of
directors.  Between  1981 and 1990,  Mr.  Rosengart  spent  almost 10 years as a
banker and investment  banker with the Chase  Manhattan  Bank, NA focused on the
pharmaceutical and chemical  industries.  Prior to joining Chase Manhattan Bank,
Mr.  Rosengart  spent over ten years with  several  pharmaceutical  and chemical
multinational  companies in various managerial positions.  Mr. Rosengart holds a
B.S. in Chemical Engineering and an MBA from Rutgers University.

      To the  extent  any of the  disclosures  set forth in Item 1.01  above are
required to be disclosed in this Item 5.02, such  information is incorporated in
this Item 5.02 by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits.

      The following  exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-B:

      Exhibit
      Number      Description of Exhibit
      ------      ----------------------
      99.1        Indemnification Agreement dated April 26, 2005, between Dyadic
                  International, Inc. and Harry Z. Rosengart


                                       3
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    DYADIC INTERNATIONAL, INC.


Date: April 28, 2005                By:    /s/ Mark A. Emalfarb
                                           -------------------------------------
                                    Name:  Mark A. Emalfarb
                                    Title: President and Chief Executive Officer


                                       4
<PAGE>

                                Index to Exhibits

      Exhibit
      Number      Description of Exhibit
      ------      ----------------------

      99.1        Indemnification Agreement dated April 26, 2005, between Dyadic
                  International, Inc. and Harry Z. Rosengart


                                       5
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 26, 2005

                           Dyadic International, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                      333-102629                45-0486747
--------------------------------------------------------------------------------
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)                File Number)          Identification No.)

    140 Intracoastal Pointe Drive, Suite 404
             Jupiter, Florida                                       33477
--------------------------------------------------------------------------------
     (Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (561) 743-8333

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement

      On  April  26,  2005,   the  Board  of   Directors   ("Board")  of  Dyadic
International,  Inc., a Delaware  corporation (the "Company"),  elected Harry Z.
Rosengart as a Class II Director.  In  accordance  with the  Company's  Director
Compensation  Policy,  the Board  granted to Mr.  Rosengart a stock  option (the
"Director  Option") to  purchase  30,000  shares of Common  Stock of the Company
("Option Shares") under the Dyadic International,  Inc. 2001 Equity Compensation
Plan at an  exercise  price of $2.695 per Option  Share,  pursuant  to an option
agreement  in the form of the  Company's  standard  form  director  stock option
agreement.  The Director Option granted to Mr. Rosengart becomes  exercisable on
the  grant  date as to 25% of the  Option  Shares  purchasable  thereunder  and,
conditioned upon his continued service on the Board, exercisable as to 18.75% of
the Option Shares purchasable  thereunder on each of the next four anniversaries
of the grant date,  in accordance  with the Director  Compensation  Policy.  Mr.
Rosengart's Director Option expires on April 26, 2010.

      As  authorized  by the Board,  on April 26,  2005,  concurrently  with his
election  to the  Board as a Class II  Director,  the  Company  entered  into an
Indemnification  Agreement  with Mr.  Rosengart  on its  standard  form for such
agreements.   Under  that  Indemnification  Agreement,  the  Company  agreed  to
indemnify Mr. Rosengart  against any liability arising out of his performance of
his duties to the Company in his  capacity as a  director.  The  Indemnification
Agreement  provides Mr.  Rosengart  with an  indemnification  in addition to the
indemnification  provided by the Company's Restated Certificate of Incorporation
and  Amended  and  Restated  Bylaws.  Among other  things,  the  Indemnification
Agreement  indemnifies Mr. Rosengart for certain expenses (including  attorneys'
fees), judgments,  fines and settlement amounts incurred by him in any action or
proceeding,  including any action by or in the right of the Company  arising out
of his  service to the  Company,  to any of its  subsidiaries,  and to any other
company or  enterprise to which he provides  services at the Company's  request.
Further, the Company agrees to advance to Mr. Rosengart expenses he may incur as
a result of any proceeding against him as to which he could be indemnified.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

      On April 26, 2005, the Board increased the number of its members from four
to five,  and elected Harry Z.  Rosengart to serve as a Class II Director with a
term expiring at the Annual Meeting of Stockholders to be held in 2006.

                                       2
During the past five years,  Mr.  Rosengart  has served (and  continues to
serve) as the President and CEO of HK & Associates, an investment and consulting
firm which provides advice to small and medium-sized life sciences companies and
life-science  investment  firms. Mr. Rosengart is a founder of several privately
held  companies,   including:   LigoChem,  Inc.,  a  DNA\RNA  and  macromolecule
bioseparations  company  founded in 1995, of which he is a former  President and
CEO, and a current  member of its board of directors;  SunPharm  Corporation,  a
polyamine based anti-cancer drug  development-stage  company founded in 1991, of
which he is a former COO, CFO, and member of its board of directors;  and Syncom
Pharmaceuticals,  Inc, a contract sales force  organization  founded in 1991, of
which he has held a variety  of  interim  positions  and  served on its board of
directors.  Between  1981 and 1990,  Mr.  Rosengart  spent  almost 10 years as a
banker and investment  banker with the Chase  Manhattan  Bank, NA focused on the
pharmaceutical and chemical  industries.  Prior to joining Chase Manhattan Bank,
Mr.  Rosengart  spent over ten years with  several  pharmaceutical  and chemical
multinational  companies in various managerial positions.  Mr. Rosengart holds a
B.S. in Chemical Engineering and an MBA from Rutgers University.

      To the  extent  any of the  disclosures  set forth in Item 1.01  above are
required to be disclosed in this Item 5.02, such  information is incorporated in
this Item 5.02 by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits.

      The following  exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-B:

      Exhibit
      Number      Description of Exhibit
      ------      ----------------------
      99.1        Indemnification Agreement dated April 26, 2005, between Dyadic
                  International, Inc. and Harry Z. Rosengart

                                       3
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    DYADIC INTERNATIONAL, INC.

Date: April 28, 2005                By:    /s/ Mark A. Emalfarb
                                           -------------------------------------
                                    Name:  Mark A. Emalfarb
                                    Title: President and Chief Executive Officer

                                       4
Index to Exhibits

      Exhibit
      Number      Description of Exhibit
      ------      ----------------------

      99.1        Indemnification Agreement dated April 26, 2005, between Dyadic
                  International, Inc. and Harry Z. Rosengart

                                       5