Danimer Scientific Announces Proposed Pro-Rata Distribution of Warrants to Purchase Common Stock - Seite 2

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.”

Details of Warrant Distribution

If the Company’s stockholders vote to approve the proposal to increase the authorized number of shares of Common Stock, Stockholders will receive one (1) Dividend Warrant for each three (3) shares of Common Stock held as of the Record Date, rounded down to the nearest whole number for any fractional Dividend Warrant. As an example, a stockholder who owns 3,000 shares of Common Stock would receive 1,000 Dividend Warrants, and a stockholder who owns 1,000 shares of Common Stock would receive 333 Dividend Warrants. Each Dividend Warrant will entitle the holder to purchase, at the holder’s sole and exclusive election, one share of Common Stock plus, if applicable and as described below, the Bonus Share Fraction, at an initial exercise price of $5.00 per share. Other eligible recipients that hold Convertible Notes or pre-funded common stock purchase warrants as of the Record Date will receive Dividend Warrants based on the same ratio in the manner determined by the agreements governing such securities and the warrant agreement.

After the Distribution Date, Dividend Warrant holders may exercise their Dividend Warrants with cash or, after July 26, 2024, with the Company’s Convertible Notes at face value, as specified under the terms of the warrant agreement that is expected to be filed with the U.S. Securities and Exchange Commission (“SEC”) on the Distribution Date. For purposes of the Exercise Price, $1,000 principal amount of Convertible Notes shall be deemed to be equal to the aggregate Exercise Price in respect of 200 Dividend Warrants.