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Danimer Scientific Announces Intention to Complete a Reverse Stock Split
Expected to Begin Trading on a 1-for-40 Reverse Split-Adjusted Basis on November 13, 2024
BAINBRIDGE, Ga., November 01, 2024--(BUSINESS WIRE)--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.