Danimer Scientific Announces Intention to Complete a Reverse Stock Split
November 01 2024 - 4:30PM
Business Wire
Expected to Begin Trading on a 1-for-40 Reverse
Split-Adjusted Basis on November 13, 2024
Danimer Scientific, Inc. (NYSE: DNMR) (“Danimer” or “Company”),
a leading, next-generation biotechnology company focused on the
production of biomaterials, announced today that, following
approval by the Company’s stockholders and its Board of Directors,
the Company will effect a reverse stock split (“Reverse Stock
Split”) of Danimer’s Class A common stock, par value $0.0001 per
share (“Common Stock”), at a ratio of 1-for-40 (the “Reverse Stock
Split Ratio”), which ratio was determined by the Board of Directors
from within a range of ratios authorized by the stockholders. The
Reverse Stock Split is expected to become effective on November 12,
2024, after close of trading on the New York Stock Exchange
(“NYSE”). The Common Stock is expected to begin trading on a
split-adjusted basis when the markets open on November 13, 2024,
under the existing trading symbol “DNMR” and new CUSIP number
(236272 407).
The Company believes the Reverse Stock Split will increase the
price per share of the Common Stock and thus enable it to regain
compliance with the price criteria of Section 802.01C of the NYSE
Listed Company Manual (the “Minimum Share Price Rule”).
Upon the effectiveness of the Reverse Stock Split, every 40
shares of the Company’s issued and outstanding Common Stock will be
automatically converted into one share of issued and outstanding
Common Stock. No fractional shares will be issued as a result of
the Reverse Stock Split. Instead, stockholders who otherwise would
be entitled to receive fractional shares of Common Stock will be
entitled to receive the equivalent value of such fractional shares
in cash. The Company does not anticipate that the aggregate cash
amount it will pay in respect of fractional interests will be
material. The Reverse Stock Split affects all stockholders
uniformly and will not alter any stockholder’s percentage interest
in the Company’s outstanding Common Stock, except for any such
adjustments that may result from the treatment of fractional
shares.
Proportionate adjustments will be made to the number of shares
of Common Stock underlying the Company’s outstanding equity awards
and warrants, and the number of shares issuable under its equity
incentive plans and other existing agreements, as well as the
exercise price or conversion price, as applicable, of the Company’s
outstanding equity awards, warrants and convertible notes. The
Company’s warrants listed on the OTCQX market under the symbol
“DNMRW” will continue to trade on that market using that symbol and
the existing CUSIP. The Reverse Stock Split will not decrease the
number of authorized shares of Common Stock and will not affect the
par value of the Common Stock.
Continental Stock Transfer and Trust Company will serve as the
exchange agent for the Reverse Stock Split. Registered stockholders
holding shares of Common Stock electronically in book-entry form
are not required to take any action. Those stockholders who hold
their shares in brokerage accounts or in “street name” will have
their positions automatically adjusted to reflect the Reverse Stock
Split, subject to each brokers’ particular processes, and will not
be required to take any action in connection with the Reverse Stock
Split.
Additional information about the Reverse Stock Split can be
found in Danimer’s definitive proxy statement filed with the SEC on
September 23, 2024, which is available free of charge at the SEC’s
website, www.sec.gov, and on Danimer’s Investor Relations website
at https://ir.danimerscientific.com/
About Danimer Scientific
Danimer is a pioneer in creating more sustainable, more natural
ways to make plastic products. For more than two decades, 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 products that
people use every day. Applications for its biopolymers include
additives, aqueous coatings, fibers, 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
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 expected timing of the Reverse Stock Split, including
the anticipated timing of the commencement of trading of the Common
Stock on a split-adjusted basis, the effects of the Reverse Stock
Split, including the expected payment of cash in lieu of fractional
shares, the impact of the Reverse Stock Split on the Company’s
share price, and the Company’s ability to satisfy the Minimum Share
Price Rule for continued listing on the NYSE following the Reverse
Stock Split. Forward-looking statements are made based on our
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, any delay in the planned Reverse
Stock Split; our ability to continue to comply with applicable
listing standards of the NYSE; any unexpected or adverse impacts of
the Reverse Stock Split; the overall level of consumer demand on
our 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 our products; the Company’s exposure to product
liability or product warranty claims and other loss contingencies;
disruptions and other impacts to the Company’s business, as a
result of the COVID-19 global pandemic and government actions and
restrictive measures implemented in response; stability of the
Company’s manufacturing facilities and suppliers, as well as
consumer demand for our products, in light of disease epidemics and
health-related concerns such as the COVID-19 global pandemic; the
impact on our business, operations and financial results from the
ongoing conflict in Ukraine; 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,
our information systems; the ability of our 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; our ability to properly maintain, protect, repair or
upgrade our information technology systems or information security
systems, or problems with our 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; our ability to utilize potential net
operating loss carry forwards; 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. We assume
no obligation to update any forward-looking statements to reflect
events or circumstances after the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20241101934991/en/
Investors and Media Blake Chamblee Phone: 770-337-6570
ir@danimer.com
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