Filed pursuant to Rule 424(b)(3)
Registration No. 333-252515
PROSPECTUS SUPPLEMENT NO. 17
(to Prospectus dated February 16, 2021)
Danimer Scientific, Inc.
Up to 32,435,961 Shares of Common Stock
Up to 16,279,253 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 17, 2021 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus
supplement. The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 16,279,253
shares of our Class A common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 6,000,000
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 10,000,000 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 279,253 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 32,435,961 shares of Common Stock (including up to 6,000,000
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 17, 2021, the closing price of our Common Stock was $8.90.
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
17, 2021.
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
15, 2021
DANIMER SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-39280
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84-1924518
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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140 Industrial Boulevard
Bainbridge, Georgia
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39817
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area
code: (229) 243-7075
N/A
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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☒
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Emerging growth company
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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common stock, $0.0001 par value per share
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DNMR
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The New York Stock Exchange
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 15, 2021, Danimer Scientific, Inc. (the
“Company”) held an Annual Meeting of Stockholders. Of the 100,344,315 shares of common stock outstanding and entitled to vote
at the Meeting, 71,402,617 shares of common stock were present in person or by proxy and entitled to vote, representing approximately
71.16% of the Company’s shares of common stock entitled to vote at the Meeting.
At the Meeting, the Company’s
stockholders: (i) approved the election of each of the following eight director nominees standing for election: Stephen E. Croskrey, John
P. Amboian, Richard Hendrix, Christy Basco, Philip Gregory Calhoun, Gregory Hunt, Dr. Isao Noda, and Stuart W. Pratt, and (ii) ratified
the appointment of KMPG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
The voting results for each proposal are set forth
below:
Proposal 1 – To elect eight members to serve
on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their successors are duly elected and
qualified:
Name
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Votes For
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Votes Withheld
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Broker
Non-Votes
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Stephen E. Croskrey
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46,366,372
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3,717,736
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21,318,509
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John P. Amboian
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37,381,382
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12,702,726
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21,318,509
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Richard Hendrix
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38,938,557
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11,145,551
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21,318,509
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Christy Basco
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49,531,279
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552,829
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21,318,509
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Philip Gregory Calhoun
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42,776,988
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7,307,120
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21,318,509
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Gregory Hunt
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46,478,525
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3,605,583
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21,318,509
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Dr. Isao Noda
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42,946,722
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7,137,386
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21,318,509
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Stuart W. Pratt
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46,240,764
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3,843,344
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21,318,509
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Proposal 2 – To ratify the appointment of KMPG
LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021:
Votes For
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Votes Against
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Votes Abstained
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Broker
Non-Votes
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71,226,526
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81,365
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94,726
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0
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 17, 2021
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DANIMER SCIENTIFIC, INC.
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By:
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/s/ John A. Dowdy, III
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Name:
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John A. Dowdy, III
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Title:
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Chief Financial Officer
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