Danimer Scientific Inc. filed SEC Form 8-K: Bankruptcy or Receivership, Events That Accelerate or Increase a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
V&E Draft 3.17.25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.03 Bankruptcy or Receivership.
On March 18, 2025 (the “Petition Date”), Danimer Scientific, Inc. (the “Company”) and its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions to commence proceedings under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors have requested that the Chapter 11 Cases be jointly administered under the caption “In re Danimer Scientific, Inc., et al., Case No. 25-10518 (MFW).” The Debtors will seek to operate their businesses and manage their properties as “debtors in possession” while undertaking an orderly winddown of operations in a manner designed to preserve and protect the value of the Debtors’ assets and avoid health and safety issues, while still preserving an opportunity to sell the Debtors’ manufacturing facilities to one or more buyers. To this end, the Debtors are seeking approval of certain operational and administrative motions containing customary first-day relief intended to minimize possible adverse effects of the Chapter 11 Cases.
The Debtors will seek approval from the Bankruptcy Court to enter into a
debtor-in-possession facility (“DIP Facility”) consisting of $1,000,000 in new money loans from lenders under the DIP Facility (the “DIP Lenders”) on an interim basis, and a total of potentially $3,000,000 of new money loans upon final approval, and $12,000,000 rolled-up from the existing Super Senior Uninsured Promissory Note upon entry of the final DIP order.
Subject to approval by the Bankruptcy Court, the proceeds of the loans under the DIP Facility will be used to sustain the Debtors’ businesses and fund the Chapter 11 Cases. The Debtors will use the loan proceeds to continue the orderly winddown of certain operations while they implement and pursue a sale process, and the loan proceeds will allow the Debtors to, among other things, fund payroll for their remaining key employees and satisfy the Debtors’ other working capital and general corporate funding requirements.
In addition to the other motions, the Debtors filed a motion (“NOL Motion”) seeking entry of an interim and final order establishing certain procedures and restrictions with respect to the direct or indirect purchase, disposition, or other transfer of the Company’s common stock (“Common Stock”) (including declarations of worthlessness with respect to such Common Stock) (such procedures, “Stock Procedures”), and seeking related relief, in order to preserve and protect the potential value of the Debtors’ net operating losses (“NOLs”) and certain other tax attributes of the Debtors (together with the NOLs, “Tax Attributes”).
If approved, the Stock Procedures would restrict transactions involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of a proposed transaction, would become, a Substantial Stockholder of Common Stock or declarations of worthlessness involving, and require notices of holdings of, any person or group of persons that is a 50-percent shareholder. For purposes of the Stock Procedures, a “Substantial Stockholder” is any person that beneficially owns at least 142,914 shares of Common Stock (representing approximately 4.5% of all issued and outstanding shares of Common Stock) and a “50-percent shareholder” is any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the Internal Revenue Code of 1986, as amended (the “Tax Code”)) with respect to its beneficial ownership of Common Stock if such person claimed a worthlessness deduction under section 165 of the Tax Code with respect to such Common Stock at any time on or after the Petition Date.
Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://cases.stretto.com/danimerscientific, a website administered by Stretto, Inc., a third-party bankruptcy claims and noticing agent (“Stretto”) or by calling toll-free (855) 469-1503 or +1 (657) 232-7988 for calls originating outside of the U.S. The documents and other information on this website are not part of this Current Report and shall not be incorporated by reference herein.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The commencement of the Chapter 11 Cases constituted an event of default that caused the automatic and immediate acceleration of the Debtors’ obligations under the instruments and agreements enumerated below (the “Due and Payable Instruments”), comprising approximately $400.8 million aggregate outstanding principal amount of indebtedness, and triggered cross-default and/or cross-acceleration provisions, as applicable, in certain other debt instruments:
Item 8.01 Other Events.
Cautionary Note Regarding the Company’s Securities
The Company cautions that trading in its securities (including, without limitation, the Company’s common stock) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of shares of the Company’s common stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Cautionary Statement Concerning Forward-Looking Statements
Statements in this Current Report that are not historical are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to: statements regarding the Debtors’ continued operation of the business as “debtors in possession”; the Company’s ability to pay for continuing obligations, including, but not limited to, employee wages, vendors, suppliers for goods, services, taxes, and insurance; and any assumptions underlying any of the foregoing. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, but not limited to: the Company’s ability to fund its planned operations and its ability to continue as a going concern; the adverse impact of the Chapter 11 Cases on the Company’s business, financial condition, and results of operations; the Company’s ability to improve its liquidity and long‑term capital structure and to address its debt service obligations; the Company’s ability to maintain relationships with customers, employees, and other third parties as a result of the Chapter 11 Cases; the effects of the Chapter 11 Cases on the Company and the interests of various constituents, including holders of the Company’s common stock; the Company’s ability to obtain court approvals with respect to motions filed or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; risk associated with third-party motions in the Chapter 11 Cases; and other risks and uncertainties described from time to time in the Company’s filings with the SEC.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward‑looking statements. Accordingly, you are cautioned not to rely on these forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any current intention, and assumes no duty, to update publicly any forward-looking statement after the distribution of this Current Report, whether as a result of new information, future events, changes in assumptions, or otherwise.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits.
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Exhibit No. |
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Description |
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104 |
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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 hereunto duly authorized.
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Danimer Scientific, Inc. |
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Date: |
March 18, 2025 |
By: |
/s/ Stephen A. Martin |
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Stephen A. Martin |