Danimer Scientific Announces Proposed Pro-Rata Distribution Of Warrants To Purchase Common Stock

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 a proposed 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"). Subject to the Company's stockholders approving a proposal to increase the authorized number of shares of the Company's Common Stock under the Company's Fourth Amended and Restated Certificate of Incorporation at the Company's upcoming annual meeting of stockholders to be held on or about July 9, 2024, the stockholders of record as of the Record Date will receive one (1) Dividend Warrant for each 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 will also receive Dividend Warrants on a pass-through basis as determined in the agreements governing such securities and the warrant agreement governing the Dividend Warrants. The Company expects to distribute the Dividend Warrants to stockholders and other eligible recipients on or about July 12, 2024 (the date of such distribution, the "Distribution Date"). In the event that the Company's stockholders do not approve the proposal to increase the authorized number of shares of Common Stock, no dividend will be issued.

After the Distribution Date, the Dividend Warrants are expected to list and trade on the OTCQX market, separate from Danimer Scientific's Common Stock, which will continue to trade on the New York Stock Exchange. 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 will 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 an expiration date that will be determined based upon certain trading criteria for the Company's Common Stock.

Stephen E. Croskrey, Chairman and Chief Executive Officer of Danimer Scientific, commented, "Danimer is committed to improving balance sheet leverage, strengthening our capital structure and maximizing stockholder value. This distribution is the latest in a series of actions targeted to achieve those goals. It is structured to create a path for stockholders to capture value in a nondilutive warrant distribution. This deleveraging process would reward stockholders with warrants in proportion to their stockholdings and provide the opportunity for noteholders to participate in the transaction. This proposed transaction does not limit any other capital markets options for Danimer."