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): November 1219, 2024

DANIMER SCIENTIFIC, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39280	84-1924518
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

140 Industrial Boulevard
Bainbridge, Georgia		39817
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 229 243-7075 

   

(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common stock, $0.0001 par value per share	DNMR	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 32.~~03.~~02 ~~Material~~Results ~~Modification to Rights~~ of ~~Security~~Operations ~~Holders~~and Financial Condition.

~~The~~On ~~information~~November ~~set~~19, ~~forth~~2024, ~~under~~Danimer ~~Item~~Scientific, 5Inc.03 (“Danimer”) issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of this ~~Current~~press ~~Report~~release onis ~~Form~~attached ~~8-K~~hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Item~~The 5press release contains the following non-GAAP measures: “Adjusted EBITDA”, “Adjusted Gross Profit”, and “Adjusted Gross Margin”.03 Danimer believes that each of Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin are useful to investors in evaluating Danimer’s performance because each measure considers the performance of Danimer’s operations, excluding decisions made with respect to capital investment, financing and other non-recurring charges. ~~Amendments~~Danimer believes these non-GAAP metrics offer additional financial information that, when coupled with the GAAP results and the reconciliation to ~~Articles~~GAAP results, provides a more complete understanding of ~~Incorporation~~its orresults ~~Bylaws~~of operations and the factors and trends affecting its business. The non-GAAP measures are reconciled to comparable GAAP financial measures within the press release. Danimer cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, Danimer’s reported GAAP results. Additionally, Danimer notes that there can be no assurance that the above referenced non-GAAP financial measures are comparable to similarly titled financial measures used by other publicly traded companies.

OnThe ~~November~~information ~~12,~~in ~~2024,~~this ~~Danimer~~Item ~~Scientific, Inc~~2.02 ~~(the~~of ~~“Company”)~~this ~~filed~~Current aReport ~~Sixth~~on ~~Amended~~Form ~~and~~8-K ~~Restated Certificate of Incorporation (the “Sixth Amended~~ and ~~Restated~~Exhibit ~~Certificate”)~~99.1 ~~with~~attached ~~the~~hereto ~~Secretary~~shall ofnot ~~State~~be ofdeemed ~~the State of Delaware~~ to ~~effect~~be a“filed” 1-for~~-40~~ ~~reverse~~purposes ~~stock split (the “Reverse Stock Split”)~~ of ~~the~~Section ~~shares~~18 of the ~~Company’s~~Securities ~~Class~~Exchange AAct ~~common~~of ~~stock~~1934, ~~par~~as ~~value~~amended, ~~$0.0001~~or ~~per~~otherwise ~~share~~subject (to the ~~“Common~~liabilities ~~Stock”), effective as~~ of ~~5:01~~that ~~p.m.~~section, ~~Eastern~~and ~~Time,~~shall onnot ~~November~~be ~~12,~~incorporated ~~2024~~by ~~(the~~reference ~~“Effective~~into ~~Time”).~~any ~~The~~filing ~~Company’s~~of ~~Common~~Danimer, ~~Stock~~whether ismade ~~expected~~before toor ~~begin~~after ~~trading on a split-adjusted basis on~~ the ~~New~~date ~~York~~hereof, ~~Stock~~regardless ~~Exchange~~of ~~(the~~any ~~“NYSE”)~~general ~~when~~incorporation ~~the~~language ~~markets~~in ~~open~~such ~~on November 13~~filing, ~~2024,~~unless ~~under~~expressly ~~the~~incorporated ~~existing~~by ~~ticker~~specific ~~symbol~~reference ~~“DNMR”~~to ~~and~~such ~~new CUSIP number (236272 407)~~filing.

The Company’s stockholders approved the Reverse Stock Split and granted the Company’s board of directors (the “Board”) the authority to determine to proceed with the Reverse Stock Split at a Special Meeting of Stockholders held on October 23, 2024 (the “2024 Special Meeting”). Additional information about the 2024 Special Meeting was provided under Item 57.0701 ofRegulation ~~the~~FD Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 24, 2024. Following the 2024 Special Meeting, the Board determined to effect the Reverse Stock Split at a reverse split ratio of 1-for-40, which ratio was within the range of reverse split ratios authorized by the stockholders at the 2024 Special Meeting. As of the Effective Time, every forty (40) shares of the Company’s issued and outstanding Common Stock were combined into one (1) share of issued and outstanding Common Stock. The total number of authorized shares of Common Stock remained unchanged at 600,000,000. The par value of the Company’s Common Stock remained unchanged at $0.0001 per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares of Common Stock are entitled to receive the equivalent value of such fractional shares in cash, with reference to the closing price of the Common Stock as reported on the NYSE immediately preceding the Effective Time (as adjusted to give effect to the Reverse Stock Split), without interest.Disclosure

AsAttached ofas ~~the~~Exhibit ~~Effective~~99.2 ~~Time,~~to ~~proportional~~this ~~adjustments~~Current toReport ~~reflect~~on ~~the~~Form ~~Reverse~~8-K ~~Stock~~and ~~Split~~incorporated ~~were~~herein ~~also~~by ~~made~~reference tois the ~~number~~form of ~~shares~~presentation ofto ~~Common~~be ~~Stock~~used ~~underlying~~by ~~the~~Danimer ~~Company’s~~in ~~outstanding~~presentations ~~equity~~for ~~awards~~certain ~~and~~of ~~warrants,~~its stockholders and ~~the~~other ~~number~~persons. ofThe ~~shares~~information ~~issuable~~in ~~under~~this ~~its~~Item ~~equity~~7.01 ~~incentive~~of ~~plans~~this Current Report on Form 8-K and ~~other~~Exhibit ~~existing~~99.2 ~~agreements,~~attached ashereto ~~well~~shall asnot be deemed to be “filed” for purposes of Section 18 of the ~~exercise~~Securities ~~price~~Exchange orAct ~~conversion~~of ~~price~~1934, as ~~applicable~~amended, ofor otherwise subject to the ~~Company’s~~liabilities ~~outstanding~~of ~~equity~~that ~~awards~~section, ~~warrants~~ and ~~convertible~~shall ~~notes.~~not ~~The~~be ~~Company’s~~incorporated ~~warrants~~by ~~listed~~reference oninto ~~the~~any ~~OTCQX~~filing ~~market~~of ~~under~~Danimer, whether made before or after the ~~symbol~~date ~~“DNMRW”~~hereof, ~~will~~regardless ~~continue~~of toany ~~trade~~general onincorporation ~~that~~language ~~market~~in ~~using~~such ~~that~~filing, ~~symbol~~unless ~~and~~expressly ~~the~~incorporated ~~existing~~by ~~CUSIP~~specific ~~for~~reference ~~those~~to ~~warrants.~~such filing.

The Company’s transfer agent, Continental Stock Transfer and Trust Company, is serving as the exchange agent for the Reverse Stock Split. Registered stockholders holding shares of the Company’s 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. The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and Restated Certificate, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.		Description
3.1		Sixth Amended and Restated Certificate of Incorporation of Danimer Scientific, Inc.
99.1		Press Release, dated November 19, 2024, reporting financial results for the third quarter ended September 30, 2024 (furnished only).
99.2		Form of Investor Presentation (furnished only).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

			Danimer Scientific, Inc
Date:	November 1319, 2024	By:	/s/ Stephen A. Martin
			Stephen A. MartinChief Legal Officer and Corporate Secretary

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