Danimer Scientific, Inc. (NYSE: DNMR) (“Company” or “Danimer
Scientific”), a leading next generation bioplastics company focused
on the development and production of biodegradable materials, today
announced the completion of a previously announced pro-rata
dividend distribution of warrants (“Dividend Warrants”) to holders
of the Company’s Class A Common Stock, par value $0.0001 per share
(“Common Stock”), as of May 13, 2024 (“Record Date”). The
stockholders of record as of the Record Date received one (1)
Dividend Warrant for every three (3) shares of Common Stock held as
of the Record Date, subject to downward rounding. Holders of our
3.250% Convertible Senior Notes due 2026 (“Convertible Notes”) and
our pre-funded common stock purchase warrants dated March 25, 2024
(collectively, “other eligible recipients”) as of the Record Date
received Dividend Warrants on a pass-through basis. As an example,
a stockholder who owns 3,000 shares of Common Stock received 1,000
Dividend Warrants, and a stockholder who owns 1,000 shares of
Common Stock received 333 Dividend Warrants. The Dividend Warrants
are expected to trade on the OTCQX market commencing on July 15,
2024 under the anticipated symbol “DNMRW” and are separate from
Danimer Scientific’s Common Stock, which will continue to trade on
the New York Stock Exchange under the symbol “DNMR”.
The holders of the Dividend Warrants may exercise the Dividend
Warrants by using cash or, during the periods and in the manner
specified in the warrant agreement, the Company’s outstanding
Convertible Notes. The Dividend Warrants include a provision that
provides an additional one-half share of Common Stock to holders
(“Bonus Share Fraction”) that exercise the Dividend Warrant prior
to the Bonus Share Expiration Date (defined below).
Additional Details on Warrant Distribution
Each Dividend Warrant entitles the holder to purchase, at the
holder’s sole and exclusive election, one share of Common Stock
plus, if applicable and as described below, the Bonus Share
Fraction, at an initial exercise price of $5.00 per share (the
“Exercise Price”).
Dividend Warrant holders may exercise their Dividend Warrants
with cash or, after July 26, 2024, with the Company’s Convertible
Notes at face value, as specified under the terms of the warrant
agreement filed with the U.S. Securities and Exchange Commission
(“SEC”). Each $1,000 principal amount of Convertible Notes is equal
to the aggregate Exercise Price of 200 Dividend Warrants. The right
of Dividend Warrant holders to exercise their respective Dividend
Warrants by delivering Convertible Notes will terminate on the
Bonus Share Expiration Date.
The Dividend Warrants are redeemable by the Company, upon 20
calendar days’ notice, from and after the first trading day
following the date on which the daily volume weighted average price
(“VWAP”) of the shares of Common Stock has been at least equal to a
specified price, initially equal to the Exercise Price, for at
least 20 trading days each falling on or after August 1, 2024
(whether or not consecutive) out of 30 consecutive trading days.
Any unredeemed Dividend Warrants will expire at 5:00 p.m. on July
15, 2025.
Additional Details on Bonus Share Fraction
The Bonus Share Fraction feature referenced above entitles a
holder of a Dividend Warrant to receive an additional one-half of a
share of Common Stock for each Dividend Warrant exercised under
certain circumstances without payment of any additional exercise
price. The right to receive the Bonus Share Fraction will expire at
5:00 p.m. New York City time on the first trading day (“Bonus Share
Expiration Date”) following the date on which the VWAP of the
shares of Common Stock has been at least equal to a specified
price, initially $2.00 per share, for at least 20 trading days each
falling on or after August 1, 2024 (whether or not consecutive) out
of 30 consecutive trading days (“Bonus Share Expiration Price
Condition”). Any Dividend Warrant exercised after the Bonus Share
Expiration Date will not be entitled to the Bonus Share
Fraction.
The Company will make a public announcement of the Bonus Share
Expiration Date prior to market open on the Bonus Share Expiration
Date if the Bonus Share Expiration Price Condition is met.
Other Information
A Q&A regarding this warrant distribution is available in
the Investor Relations section of the Company’s website under the
“Resources” tab, https://ir.danimerscientific.com/.
The distribution of the Dividend Warrants has not been
registered under the Securities Act of 1933, as amended
(“Securities Act”), because the issuance of a warrant for no
consideration is not a sale or disposition of a security or
interest in a security for value pursuant to Section 2(a)(3) of the
Securities Act. The Company filed with the SEC a prospectus
supplement, dated July 12, 2024, to the prospectus, dated June 5,
2024 (together, the “Prospectus”), each included within the
Company’s existing shelf registration statement on Form S-3 (Reg.
No. 333-279371), to register the shares of Common Stock underlying
the Dividend Warrants.
B. Dyson Capital Advisors served as exclusive financial advisor
on the Company’s distribution of the Dividend Warrants.
Gibson, Dunn & Crutcher LLP served as legal advisor to B.
Dyson Capital Advisors.
Kane Kessler, P.C. served as legal advisor to the Company.
About Danimer Scientific
Danimer is a pioneer in creating more sustainable, more natural
ways to make plastic products. For more than a decade, its
renewable and sustainable biopolymers have helped create plastic
products that are biodegradable and compostable and return to
nature instead of polluting our lands and waters. Danimer’s
technology can be found in a vast array of plastic end products
that people use every day. Applications for its biopolymers include
additives, aqueous coatings, fibers, filaments, films and
injection-molded articles, among others. Danimer holds more than
480 granted patents and pending patent applications in more than 20
countries for a range of manufacturing processes and biopolymer
formulations. For more information, visit
https://danimerscientific.com.
No Offer or Solicitation
This Press Release and the Q&A referenced in it shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of, these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A Form 8-A
registration statement and the Prospectus describing the terms of
the Dividend Warrants has been filed with the SEC and is available
on the SEC's website located at http://www.sec.gov. Warrant holders
should read the Prospectus carefully, including the Risk Factors
section included and incorporated by reference therein. This press
release contains a general summary of the terms of the Dividend
Warrants. The Prospectus and the warrant agreement describe the
terms of the Dividend Warrants in more detail, and in the event of
any inconsistency, the warrant agreement will govern the final
terms of the Dividend Warrants. Please read the warrant agreement
now that it is available, as it contains important information
about the terms of the Dividend Warrants.
Forward‐Looking Statements
Please note that in this press release we may use words such as
“appears,” “anticipates,” “believes,” “plans,” “expects,”
“intends,” “future,” and similar expressions which constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, statements
regarding the number of warrants, if any, that will be exercised by
warrant-holders. Forward-looking statements are made based on the
Company’s expectations and beliefs concerning future events
impacting the Company and therefore involve a number of risks and
uncertainties. We caution that forward-looking statements are not
guarantees and that actual results could differ materially from
those expressed or implied in the forward-looking statements.
Potential risks and uncertainties that could cause the actual
results of operations or financial condition of the Company to
differ materially from those expressed or implied by
forward-looking statements in this release include, but are not
limited to the Company’s expectations related to the use of
proceeds from the equity offering; the overall level of consumer
demand on the Company’s products; general economic conditions and
other factors affecting consumer confidence, preferences, and
behavior; disruption and volatility in the global currency,
capital, and credit markets; the financial strength of the
Company’s customers; the Company’s ability to implement its
business strategy, including, but not limited to, its ability to
expand its production facilities and plants to meet customer demand
for its products and the timing thereof; risks relating to the
uncertainty of the projected financial information with respect to
the Company; the ability of the Company to execute and integrate
acquisitions; changes in governmental regulation, legislation or
public opinion relating to the Company’s products; the Company’s
exposure to product liability or product warranty claims and other
loss contingencies; the impact on the Company’s business,
operations and financial results from the ongoing conflicts in
Ukraine and the Middle East; the impact that global climate change
trends may have on the Company and its suppliers and customers; the
Company’s ability to protect patents, trademarks and other
intellectual property rights; any breaches of, or interruptions in,
the Company’s information systems; the ability of the Company’s
information technology systems or information security systems to
operate effectively, including as a result of security breaches,
viruses, hackers, malware, natural disasters, vendor business
interruptions or other causes; the Company’s ability to properly
maintain, protect, repair or upgrade its information technology
systems or information security systems, or problems with the
Company’s transitioning to upgraded or replacement systems; the
impact of adverse publicity about the Company and/or its brands,
including without limitation, through social media or in connection
with brand damaging events and/or public perception; fluctuations
in the price, availability and quality of raw materials and
contracted products as well as foreign currency fluctuations; the
Company’s ability to utilize potential net operating loss
carryforwards; and changes in tax laws and liabilities, tariffs,
legal, regulatory, political and economic risks. More information
on potential factors that could affect the Company’s financial
results is included from time to time in the Company’s public
reports filed with the Securities and Exchange Commission,
including the Company’s Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K. All
forward-looking statements included in this press release are based
upon information available to the Company as of the date of this
press release and speak only as of the date hereof. The Company
assumes no obligation to update any forward-looking statements to
reflect events or circumstances after the date of this press
release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240712958053/en/
Investors Blake Chamblee Phone: 770-337-6570
ir@danimer.com
Media Blake Chamblee Phone: 770-337-6570
ir@danimer.com
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