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): ~~December~~February 3005, ~~2024~~2025

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
NONE	N/A	N/A

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 31.01. ~~Notice~~Entry ofInto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~December~~previously ~~30,~~disclosed ~~2024,~~on ~~the~~Current ~~New~~Report ~~York~~on ~~Stock~~Form ~~Exchange~~8-K ~~(“NYSE”)~~filed ~~notified~~on December 17, 2024, Danimer Scientific, Inc. (~~“Danimer” or~~ the “Company”), ~~that~~as itissuer ~~has~~and ~~determined~~a tograntor, ~~commence~~and ~~proceedings~~certain tosubsidiaries ~~delist~~of the Company’s, ~~Class~~as Agrantors ~~common~~and ~~stock~~guarantors, ~~par~~entered ~~value~~into ~~$0.0001~~that ~~per~~certain ~~share~~Super Senior Secured Uninsured Promissory Note (the “~~Common~~Senior ~~Stock~~Secured Note”), aspursuant ato ~~result of~~ the Company’s ~~non-compliance~~Financing ~~with~~Agreement ~~Rule~~(as ~~802.01B~~amended, of the ~~NYSE~~“Financing ~~Listed~~Agreement”). ~~Company~~Pursuant ~~Manual that requires listing companies~~ to ~~maintain~~the anterms ~~average global market capitalization~~ of ~~at least $15 million over a period of 30 consecutive trading days. Trading in~~ the ~~Common~~Senior ~~Stock~~Secured onNote, ~~the NYSE was suspended after market close~~ on December 3017, 2024~~. The Company is currently assessing whether to appeal the NYSE’s delisting determination. If the Company does not appeal~~, ~~or unsuccessfully appeals, such determination,~~ the Company ~~expects~~issued ~~the~~loans ~~NYSE~~to ~~will~~certain ~~file~~Payees a(as ~~Form~~defined 25in ~~with~~ the ~~Securities~~Senior ~~and~~Secured ~~Exchange (the “SEC”~~Note), ~~which would result~~ in the ~~delisting~~aggregate ofprincipal ~~the~~sum ~~Company’s~~of ~~Class~~$11,250,000, Ain ~~Common~~exchange ~~Stock~~for ~~from~~cash, ~~the~~net ~~NYSE~~of ona ~~the~~5.00% ~~tenth~~upfront ~~day~~fee ~~after~~and ~~the~~other ~~Form~~fees 25and ~~is filed~~expenses.

AsOn February 5, 2025, the Company received a ~~result~~notice of events of default and acceleration of the ~~suspension~~Senior Secured Note from the Payees thereunder (the “Senior Secured Note Notice of Acceleration”) and substantially contemporaneously entered into a forbearance agreement (the “Forbearance Agreement”) with the Payees, pursuant to which the Payees agreed to forbear from enforcing their full remedies until the earliest of (i) March 1, 2025, (ii) the occurrence of an event of default under the Senior Secured Note other than the alleged events of default set forth in ~~trading~~the Senior Secured Note Notice of Acceleration and ~~delisting~~Forbearance ~~process~~Agreement ~~pending~~or ~~any~~certain ~~appeal~~potential cross-defaults arising therefrom, or (iii) the occurrence of a breach by the Company ~~anticipates~~of ~~that~~any provision in the ~~Common~~Forbearance ~~Stock~~Agreement. ~~will~~As ~~begin~~a ~~trading~~result of the events of default under the Senior Secured Note, the interest rate on the ~~OTCQX~~Senior ~~Market~~Secured (Note increased from 15.0% per annum to 17.0% per annum. In exchange for the ~~“OTCQX~~Payees ~~Market”)~~agreeing to enter the Forbearance Agreement, the ~~highest~~Company ~~market~~paid ~~tier~~in ~~operated~~full byall unpaid costs and expenses of the ~~OTC~~Payees, ~~Market~~including ~~Group~~all fees, ~~Inc~~disbursements and expenses of their respective legal and financial advisors incurred in connection with the negotiation, preparation and consummation of the Forbearance Agreement. onAs ~~December~~of 31the receipt of the Senior Secured Note Notice of Acceleration, ~~2024~~the aggregate amount owed under ~~its~~the ~~current~~Senior ~~symbol~~Secured ~~"DNMR"~~Note, including accrued interest, was approximately $14.9 million.

~~The~~Except ~~Company~~as ~~can~~set ~~provide~~forth ~~no assurance that the Common Stock will continue to trade on this market~~above, ~~whether~~all ~~broker-dealers~~other ~~will continue to provide public quotes of the Common Stock on this market~~terms, orconditions ~~whether~~and ~~the~~rights ~~trading volume~~ of the ~~Common~~Senior ~~Stock~~Secured ~~will~~Note beremain ~~sufficient~~in tofull ~~provide~~force ~~for an efficient trading market for existing~~ and ~~potential holders of the Common Stock~~effect.

~~The~~Item ~~transition~~2.04. toTriggering ~~the~~Events ~~OTCQX~~That ~~Market~~Accelerate isor ~~not~~Increase ~~expected~~a toDirect ~~affect~~Financial ~~the~~Obligation ~~Company’s~~or ~~business~~an ~~operations~~Obligation orunder ~~its~~an ~~current~~Off-Balance ~~SEC~~Sheet ~~reporting obligations~~Arrangement.

~~Item~~Senior ~~7.01.~~Secured ~~Regulation FD Disclosure.~~Note

~~Press~~The ~~Release~~information set forth in Item 1.01 above regarding the acceleration of the Senior Secured Note is incorporated herein by reference.

OnTerm December 31, 2024, the Company issued a press release in connection with the delisting notice of its Common Stock from the NYSE. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.Loan

~~Cautionary~~On ~~Statement~~February ~~Concerning~~5, ~~Forward-Looking~~2025, ~~Statements~~the Company received notice (the “Term Loan Notice of Acceleration”) from the Required Lenders (as such term is defined in the Financing Agreement) of the acceleration of the Company’s outstanding term loans borrowed under the Financing Agreement (the “Term Loan”) as a result of, among other items, the acceleration of the Senior Secured Note. Pursuant to the Financing Agreement, until the earlier of (i) payment in full in cash of all amounts due and owing in respect of the Senior Secured Note or (ii) the passage of 180 days after the date of the Term Loan Notice of Acceleration (the “Standstill Period”), the lenders under the Term Loan generally may not enforce, or cause or permit the enforcement of, the payment obligations arising under the Financing Agreement or the liens and security interests granted under the Loan Documents (as such term is defined in the Financing Agreement). The Company does not anticipate any further action to be taken by the lenders under the Term Loan that would materially impact the Company during the Standstill Period. As of the receipt of the Term Loan Notice of Acceleration, the aggregate amount owed under the Term Loan, including accrued interest, was approximately $133.5 million.

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. Forward-looking statements include, without limitation, statements regarding the delisting of the Common Stock from the NYSE and trading in the Common Stock on the OTCQX Market, and the impact on the Company’s business operations. Forward-looking statements are based on the Company’s current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control, that could cause actual results to differ materially and adversely from any of these forward-looking statements. The Company cautions 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: potential risks associated with trading on the OTCQX Market, including liquidity constraints and limited regulatory oversight, risks related to our indebtedness may restrict our current and future operations, and we may not be able to comply with the covenants in our credit facilities or refinance or amend our credit facilities on favorable terms, or at all; there is substantial doubt regarding our ability to continue as a going concern; and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, (the “SEC”) on March 29, 2024, as updated by our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the SEC on November 19, 2024 and our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Current Report on Form 8-K. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated December 31, 2024
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:	~~December~~February 3111, ~~2024~~2025	By:	/s/ Stephen A. Martin
			Stephen A. MartinChief Legal Officer and Corporate Secretary

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