SEC Form 424B3 filed by Danimer Scientific Inc.

Filed pursuant to Rule 424(b)(3)

Registration No. 333-252515

PROSPECTUS SUPPLEMENT NO. 52

(to Prospectus dated February 16, 2021)

Danimer Scientific, Inc.

Up to 810,899 Shares of Common Stock

Up to 406,981 Shares of Common Stock Issuable Upon Exercise of Warrants and Options

This prospectus supplement supplements the prospectus dated February 16, 2021 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-252515). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on December 13, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement. All references to a number of shares of Common Stock in this prospectus supplement have been adjusted to reflect a 1-for-40 reverse stock split (the “Reverse Stock Split”) that was made effective as of 5:01 p.m. Eastern time on November 12, 2024. The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 406,981 shares of our Class A common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 150,000 shares of Common Stock that are issuable upon the exercise of 6,000,000 warrants (the “Private Warrants”) originally issued in a private placement in connection with the initial public offering of Live Oak Acquisition Corp., our predecessor company (“Live Oak”), (ii) up to 250,000 shares of Common Stock that are issuable upon the exercise of 10,000,000 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of Live Oak and (iii) up to 6,981 shares of Common Stock issuable upon exercise of Non-Plan Legacy Danimer Options. We will receive the proceeds from any exercise of any Warrants for cash.

The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”), or their permitted transferees, of (i) up to 810,899 shares of Common Stock (including up to 150,000 shares of Common Stock that may be issued upon exercise of the Private Warrants) and (ii) up to 6,000,000 Private Warrants. We will not receive any proceeds from the sale of shares of Common Stock or the Private Warrants by the Selling Securityholders pursuant to the Prospectus and this prospectus supplement.

Our registration of the securities covered by the Prospectus and this prospectus supplement does not mean that the Selling Securityholders will offer or sell any of the shares. The Selling Securityholders may sell the shares of Common Stock covered by the Prospectus and this prospectus supplement in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution.”

Our Common Stock is listed on The New York Stock Exchange under the symbol “DNMR”. On December 13, 2024, the closing price of our Common Stock was $4.24. Our Public Warrants were previously traded on The New York Stock Exchange under the symbol “DNMR WS”; however, the Public Warrants ceased trading on the New York Stock Exchange and were delisted following their redemption.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

See the section entitled “Risk Factors” beginning on page 4 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is December 13, 2024.

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

DANIMER SCIENTIFIC, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retention Program

On December 9, 2024, the Company entered into, a retention agreement (each a “Retention Agreement”) with each of Michael A. Hajost, the Company’s Chief Financial Officer, Scott C. Tuten, the Company’s Chief Marketing Officer, and Richard Altice, the Company’s Interim Chief Executive Officer (“Interim CEO”) and a director of the Company (together, the “Participants”).

Under the Retention Agreements, the Company is to pay the Participant a retention payment (the “Retention Payment”), in an amount equal to 25%, 12%, and 8% for Messrs. Hajost, Tuten, and Altice, respectively, of the Participant’s current annual base salary within two days following the execution of the Retention Agreement. In the event that the Participant’s employment is terminated prior to March 31, 2025 (in the case of Messrs. Hajost and Tuten) or January 15, 2025 (in the case of Mr. Altice) by the Company or its affiliates for a reason other than cause or due to the Participant’s death (each, a “Qualifying Termination”), provided that the Participant has not breached his confidentiality obligation in the Retention Agreement and subject to his execution and non-revocation of a release of claims against the Company and its affiliates, the Participant will retain the Retention Payment. In the event that the Participant’s employment is terminated prior to March 31, 2025 (in the case of Messrs. Hajost and Tuten) or January 15, 2025 (in the case of Mr. Altice) for any reason other than a Qualifying Termination, or the Participant breaches his confidentiality obligation in the Retention Agreement, the Participant will be required to repay to the Company the after-tax value of the Retention Payment.

The foregoing description of the Retention Agreements is only a summary and is qualified in its entirety by reference to the form of Retention Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

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.

December [_], 2024

[Name]

Via E-Mail

Retention Bonus Agreement

Dear [Name]:

On behalf of Danimer Scientific, Inc. (“Danimer” or the “Company”, and collectively with its subsidiaries, the “Company Group”), we are pleased to offer you the opportunity to receive a cash retention bonus if you agree to the terms and conditions contained in this retention bonus agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement to the Company. In order to be eligible for the retention bonus, you must sign and return this Agreement to the Company by the Execution Date, which will confirm your agreement with the terms and conditions specified in this Agreement; otherwise, this Agreement will be null and void. For purposes hereof, the “Execution Date” shall mean December [--], 2024.

[Remainder of Page Left Intentionally Blank]

This Agreement is intended to be a binding obligation on the Company and you. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please sign, date, and return to me one copy of this Agreement. You should keep a copy of the executed Agreement for your records.

Very truly yours,

________________________

[Name]

[Title]

Danimer Scientific, Inc.

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same.

________________________

[Name]

Date: ___________________