EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 originally filed on March 30, 2021 (the “Original Form 10-K”) by Danimer Scientific, Inc. (“Danimer”, the “Company”, “we”, or “us”). On May 7, 2021, we filed a Current Report on Form 8-K with the Securities and Exchange Commission “(SEC”) disclosing the determination by management and the audit committee of our board of directors that, as a result of the re-evaluation described below, we will restate our previously issued

Consolidated Financial Statements and related disclosures as of and for the year ended December 31, 2020. Refer to Note 1 to our Consolidated Financial Statements of this Amendment for additional information.

On April 12, 2021, the Division of Corporation Finance and the Office of the Chief Accountant of the SEC (“Staff”) released a public statement entitled Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”). In the statement, the Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of SPACs such as Danimer. As a result of the Staff Statement and in light of evolving views as to certain provisions commonly included in warrants issued by SPACs, we re-evaluated our accounting for the warrants issued in connection with our initial public offering and concluded that the private warrants (“Private Warrants”) should be accounted for as derivative liabilities pursuant to Accounting Standards Codification 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, rather than as components of equity as we had previously treated them.

As a result, we are restating in this Amendment our Consolidated Financial Statements as of and for the period ended December 31, 2020 to reflect the change in accounting treatment (the “Restatement”).

In connection with the Restatement, we reassessed the effectiveness of our disclosure controls and procedures for the period affected by the Restatement. As a result of that reassessment, we determined that our disclosure controls and procedures were not effective because we identified a material weakness in our controls over the accounting for complex financial instruments, such as the Private Warrants.  For more information, see Item 9A.

This Amendment sets forth the Original Form 10-K in its entirety; however, this Amendment amends and restates only the following items of the Original Form 10-K and only with such modifications as necessary to reflect the Restatement.

In order to preserve the nature and character of the disclosures set forth in the Original Form 10-K, this Amendment speaks as of the date of the filing of the Original Form 10-K, and the disclosures contained in this Amendment have not been updated to reflect events occurring subsequent to that date, other than those associated with the Restatement. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward looking statements should be read in their historical context. Currently dated certifications from our Chief Executive Officer and Chief Financial Officer are also attached to this Amendment as Exhibits 31.1, 31.2, and 32.1. This Amendment should be read in conjunction with our other SEC filings.

Danimer Scientific, Inc.

Table of Contents

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS (As Restated)

This Annual Report on Form 10-K (this “Report”) of Danimer Scientific, Inc. contains forward-looking statements."forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Except where the context otherwise requires or where otherwise indicated, the terms the “Company”, “Danimer”, “we,” “us,”“we”, “us”, and “our,”“our” refer to the consolidated business of Danimer Scientific, Inc. (formerly known as Live Oak Acquisition Corp.) and its consolidated subsidiaries. All statements in this Report, other than statements of historical fact, are forward-looking statementsstatements. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions, and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Forward-looking statements may contain words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,”“believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “could”, “plan”, “predict”, “potential”, “seem” “seek”, “future”, “outlook”, or the negative of such terms and other similar expressions, which are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.

Because forward‑looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These forward-looking statements are based on information available as of the date of this Report (or, in the case of forward-looking statements incorporated herein by reference, if any, as of the date of the applicable filed document), and any accompanying supplement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in this Report, specifically the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Other risks and uncertainties are and will be disclosed in our prior and future filings with the Securities and Exchange Commission (“SEC”).SEC filings. The following information should be read in conjunction with the Consolidated Financial Statements and related notes included in this Report.

Available InformationAVAILABLE INFORMATION

We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended, and as a result are obligated to file annual, quarterly, and current reports, proxy statements, and other information with the SEC. We make these filings available free of charge on our website (http://www.danimerscientific.com) as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. The foregoing information regarding content on our website is for convenience only and shall not be deemed to be incorporated by reference into this Report nor filed with the SEC. In addition, the SEC maintains a website (http://www.sec.gov) that contains our annual, quarterly, and current reports, proxy and information statements, and other information we electronically file with, or furnish to, the SEC.

ITEM 1. BUSINESS

The Company (formerly Live Oak Acquisition Corp. and referred to as LOAK when describing the period prior to the consummation of the Business Combination described below)) was incorporated in Delaware on May 24, 2019 as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Live Oak competedcompleted its initial public offering in May 2020. On December 29, 2020 (the “Closing(“Closing Date”), the Company consummated a business combination (the “Business(“Business Combination”), pursuant to which the Company acquired all of the outstanding capital stock of Meredian Holdings Group, Inc., a Delaware corporation (“Meredian Holdings Group” or “MHG”) through the exchange of MHG common stock for Live Oak Class A common stock. The Business Combination was effected through the merger of Green Merger Corp., a wholly owned subsidiary of Live Oak, with and into MHG, with MHG surviving the merger as a wholly owned subsidiary of Live Oak.

In connection with the closing of the Business Combination, the Company changed its name from Live Oak Acquisition Corp. to Danimer Scientific, Inc.

The following description of our business describes the business historically operated by Meredian Holdings Group and its subsidiaries under the “Danimer Scientific” name as an independent enterprise prior to the Business Combination (“Legacy Danimer”) and which will be operated by the Company after the Business Combination.

Our principal operating subsidiaries are Meredian, Inc., Danimer Scientific, L.L.C, Danimer Scientific Kentucky, Inc., and Novomer, Inc.

Overview

Danimer isWe are a performance polymer company specializing in developing and producing bioplastic replacements for traditional petrochemical-basedpetroleum-based plastics. We, through our principal operating subsidiaries, Meredian, Inc., Danimer Scientific, L.L.C.Applications for biopolymers include additives, aqueous coatings, fibers, filaments, films, thermoforming, and Danimer Scientific Kentucky, Inc.,injection-molded articles. We bring together innovative technologies to deliver renewable, environmentally friendlybiodegradable bioplastic materials to global consumer product companies. We believe that we are the only commercial company in the bioplastics market to combine the production of a base polymer along with the reactive extrusion capacity in order to give customers a “drop-in” replacement for a wide variety of petroleum-based plastics.

We have core competencies in polymer formulation and application development, fermentation process engineering, thermocatalysis, chemical engineering and polymer science. In addition, we have created an extensive intellectual property portfolio to protect our innovations that together with our technology, serves as a valuable foundation for our business and for future industry collaborations. We primarily market our products to consumer packaging brand owners, converters and manufacturers in the plastics industry seeking to address environmental, public health, renewability, certification, composting and biodegradability concerns because ofarising from customer perceptions and expectations, government regulations, or other reasons.

We believe that we are the only commercial company in the bioplastics market to combine the production of a base polymer along with the reactive extrusion capacity in order to give customers a “drop-in” replacement for a wide variety of petrochemical-based plastics. Our fermentation process uses sustainably-sourced canola oil. Our proprietary extraction and extrusion processes are cost competitive and leave almost no carbon footprint. Our customized formulations enable us to team up with other makers of biobased products to create an even wider range of goods. OurWe anticipate our scalable production capacity and modular manufacturing model will soon enable us to serve an increasingly large customer base. An

We believe we are a leader in the bioplastics industry leader as gauged by ourevidenced by:

Raw material pricing and availability may be impacted by factors out of our control.

Pricing and availability of raw materials including renewable resources, for use in our businesses can be volatile due to numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition, and consumer demand. Drought, pestilence, severe weather or other “acts of God” may limit our ability to procure bio-based raw materials if crops are lost. This volatility can significantly affect the availability and cost of raw materials for us and may therefore have a material adverse effect on our business, results of operations, and financial condition.

We sell formulated resins whichthat include raw materials, including PLA, purchased from third parties, including PLA.parties. Our first targeted Rinnovo polymer requires ethylene oxide, carbon monoxide and a proprietary catalyst as its primary raw materials. We currently source all of our PLA from two suppliers, NatureWorks LLC and Total Corbion PLA. Due to the high rate of growth in the biopolymer market, the demand for PLA and other raw materials used in our products may outpace supply, which could result in price increases and deficits in the supply necessary to meet customer demand. If we are unable to secure the required quantities of PLA and other third-party raw materials, we may not be able to achieve our financial forecasts and fulfill customer demand.

If our products and product candidates do not gain market acceptance among key market participants, we may be unable to generate significant revenues, if any.

Even if we obtain regulatory approval for our product candidates, they may not gain market acceptance among plastics manufacturers or other plastic users. Market acceptance will depend on our ability to demonstrate the benefits of our approved products in terms of safety, efficacy, convenience, biodegradability and environmental friendliness, ease of administration and cost effectiveness. In addition, we believe market acceptance depends on the effectiveness of our marketing strategy and the pricing of our approved products. 

We have limited experience producing PHA in large commercial quantities.

We have limited experience in producing large quantities of PHA. While we have succeeded in producing smaller amounts of PHA in our pilot plant for customer trials and testing purposes, we only recently commencedcontinue to scale up the production of PHA in a large commercial plant with a capacity sufficient to meet the anticipated needs of prospective customers. We may not be able to cost effectively produce PHA at a scale consistent with customer demand in a timely or economical manner, or that the quality of the commercial product will be acceptable on a consistent basis. Further, if the Kentucky Facility is not able to meet customer demands, we will have to expand our facility, which will disrupt production and deplete our resources.

Although we do currently sell commercial quantities of compostable PLA-based resins, we only recently commenced producing commercially viable quantities of PHA. Limited research and testing have been completed on some of the products that we may produce using PHA. For some applications, we will have to go through extensive research and testing to develop specific products and to determine or demonstrate the safety and effectiveness of their proposed use. Although we have already received food contact approval for some grades of PHA, some of our product candidates and our proposed testing of those products will require additional regulatory approvals and clearances. Accordingly, not all of the products we intend to pursue are presently marketable in the fields of use for which we hope to develop them, and it is possible (or even probable) that some or all of them may never become legally and commercially marketable. The development and testing of our proposed products is difficult, time-consuming and expensive, and the successful development of any products based on innovative technologies is subject to inherent uncertainties and risks of failure. These risks include the possibilities that any or all of the proposed products or procedures may be found to be ineffective, or may otherwise fail to receive necessary regulatory clearances; that the proposed products or procedures may be uneconomical to produce and market or may never achieve broad market acceptance; that third parties may hold proprietary rights that preclude us from marketing our intended products or procedures; or that third parties may develop and market superior or equivalent products and procedures.

We may be unable to obtain certifications required by certain customers.

Many of our customers require biopolymer formulations to undergo biodegradability testing to address physical property deterioration in specific environmental conditions. Biodegradation certification is important for our customers to ensure those products can be effectively marketed and sold and meet customer demands on environmental protection. If our new PHA basedPHA-based resins to beproduced and sold out of the Kentucky Facility do not achieve the required certifications in a timely manner, we may experience a delay in going to market. Such a delay could result in us not achieving our financial forecasts and not fulfilling customer demand.

We may be unable to manage rapid growth effectively.

OurAny potential failure to manage growth effectively could have a material and adverse effect on our business, results of operations, and financial condition. We anticipate that a period of significant expansion will be required to address potential growth and to handle licensing and research activities. This expansion will place a significant strain on our management, operational and financial resources. To manage the expected growth of our operations and personnel, we must establish appropriate and scalable operational and financial systems, procedures and controls and must establish a qualified finance, administrative and operations staff.controls. Our management may be unable to hire, train, retain and manage the necessary personnel or to identify, manage and exploit potential strategic relationships and market opportunities.

We may be delayed in or unable to procure necessary capital equipment.

While the equipment we use to produce PHA and our other products is currently widely available, we must rely on outside companies to continue to manufacture the equipment necessary to produce our products. If our suppliers of capital equipment are unable or unwilling to provide us with necessary capital equipment to manufacture our products or if we experience significant delays in obtaining the necessary manufacturing equipment, our business, results of operations, and financial condition could be adversely affected.

Our success will be influenced by the price of petroleum relative to the pricecost of bio-based feedstocks.

Our success may be influenced by the costprice of our products relative to petroleum-based polymers. The cost of petroleum-based polymers is in part based on the price of petroleum. To date, our PHA biopolymers have been primarily manufactured using canola oil, an agricultural feedstock. AsIf the price of biobasedbio-based feedstocks increases and/or the price of petroleum decreases, our biobasedbio-based products may be less competitive relative to petroleum-based polymers. A material decrease in the cost of conventional petroleum-based polymers may require a reduction in the prices of our products for them to remain attractive in the marketplace and/or reduce the size of our addressable market.

Certain contracts granting exclusivity rights to customers may limit our ability to sell products in certain markets.

We have entered into certain agreements with customers which, subject to the terms therein,that grant these customers the exclusive right to purchase certain products from us and, in some cases, in certain fields and/or territories from us.territories. For example, certain clam-shell food cases made with plastic we produce can only be sold to a single customer;customer, certain stirrers and straw products can only be sold to severalcertain end-users, subject to the purchaser maintaining minimum purchase requirements;and one customer has an exclusive on water bottles, while another customer has an exclusiveright on bottles containing certain alcohol products. These exclusivity arrangements will expirebe expiring between 20212024 and 2026.2027. These agreements could prevent us from selling products to certain prospective customers or entering certain markets, which could have a material and adverse impact on our potential revenues and our ability more generally to expand our customer base and product lines.

The lossOur business depends on a small group of one or morekey customers for a significant portion of our significant customers, a significant reduction in their orders, their inability to perform under their contracts, or a significant deterioration in their financial condition could have a material adverse effect on our business, results of operations, and financial condition.sales.

A few significant customers have in the past, and may in the future, account for a significant portion of our revenues in any one year or over a period of several consecutive years. For example, for the year ended December 31, 2020,in 2023, we had three customers that individually accounted for more than 10% of our revenue each and collectively accounted for approximately 58%more than 65% of our revenue, and for the year ended December 31, 2019,whereas, in 2022, we had fourtwo customers that individually accounted for more than 10% of our revenue each and collectively accounted for approximately 65%40% of our total revenue. The loss of one or more of our significant customers, a substantial reduction in their orders, their inability to perform under their contracts, and/or a significant deterioration in their financial condition could have a material adverse effect on our business, results of operations, and financial condition.

We may rely heavily on future collaborative partners.

We may enter into strategic partnerships to develop and commercialize our current and future research and development programs with other companies to accomplish one or more of the following:

We may not be successful in establishing or maintaining suitable partnerships, and we may not be able to negotiate collaboration agreements having terms satisfactory to us or at all.partnerships. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could have a material adverse effect on our business and financial condition.

We face and will face substantial competition.

We face and will face substantial competition from a variety of companies in the biodegradable, renewable resource-based plastic segment, as well as from companies in the conventional, non-biodegradable petroleum-based industry segment. Some of their products are suitable for use in a range of products at a priceprices that may be lower than the prices of our product offerings. Many of these companies have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical andor other resources than us.we have. Our competitors may be able to adapt more quickly to new or emerging technologies, changes in customer requirements and changes in laws and regulations. In addition, current and potential competitors have established or may establish financial or strategic relationships among themselves, or with existing or potential customers, or with other third parties. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share. There can be no assurance that we can develop products that are more effective or achieve greater market acceptance than competitive products, or that our competitors will not succeed in developing products and technologies that are more effective than those being developed by us and that would therefore render our products and technologies less competitive or even obsolete. We cannot assure you that we will be able to compete successfully against current or new competitors.

We may not be able to complete the proposed production capacity buildout at our KentuckyGreenfield Facility.

In December 2018,November 2021, we consummated the acquisition of the Kentuckybroke ground on our Greenfield Facility including the equipment, machinery and other personal property located at such facility for a purchase price of $23 million, and simultaneously entered into a sale and leaseback transaction with a large, diversified commercial property REIT pursuant to which we sold the Kentucky Facility and certain of our facilities located in Bainbridge, GeorgiaGeorgia. We have designed this plant to have the REIT and leased-back the same propertiescapacity to produce 62.5 million pounds of neat PHA to be blended with other purchased raw materials. The Greenfield Facility has an engineering cost estimate ranging from the REIT under a net-lease for an initial term of 20 years with renewal terms up$515 million to an additional 20 years at our option. The assets available at the Kentucky Facility permitted us to embark on a two-phase commissioning strategy, and we commenced production of commercial volumes of PHA$665 million, which was most recently updated in December 2019. We had completed several components2022 and does not consider any effect of the first phase of the production capacity buildout by the end of the third quarter of 2020. As ofinflation. Through December 31, 2020,2023, we hadhave invested $54.7$187.4 million sincein the acquisition of the KentuckyGreenfield Facility, excluding capitalized interest. Of this total, $7 million in real-estate improvements for the Kentucky Facility were reimbursed by the REIT in May 2020. Once Phase Iinterest and internal labor. We have suspended construction of the KentuckyGreenfield Facility production capacityand completion of the facility is operatingcontingent upon receiving additional financing. In the event we do not obtain additional financing, we may be unable to successfully complete the Greenfield Facility, which could have a material and adverse impact on that investment.

We may not be able to identify and build a commercial Rinnovo facility.

On August 11, 2021, we acquired Novomer, Inc., incorporated into our business as Danimer Catalytic Technologies. Danimer Catalytic Technologies has proprietary technology to produce p(3HP), which is a type of PHA and is branded as Rinnovo. We plan to construct a commercial Rinnovo plant and, at scale, we expect toanticipate the proposed Rinnovo facility could produce approximately 20168 million pounds of finished product per year.p(3HP). We believe thatwe can blend Rinnovo with Nodax and other raw materials to further increase the capacitynumber of the plant can be expanded by another 45 million additionalfinished pounds of finished product bringing total plant capacity up to approximately 65we can produce. We currently anticipate spending between $140 million pounds per year, by investing another $100and $220 million on the Rinnovo facility. The noted range does not account for the impact of inflation on our construction costs arising since the completion of our engineering cost estimate in the future for the Phase II production capacity buildout at such facility.second quarter of 2022. There can be no assurances, though,however, that we will be able to achieve such production capacityidentify an acceptable site, construct the facility, incorporate Rinnovo into Nodax-based formulations or raise the additional financing requiredneeded to complete Phase II ofconstruct the production capacity buildout.Rinnovo facility.

We may not be able to identify additional facilities and assets or secure the funding necessary to acquire them.

Aside from the Kentucky Facility, weWe may need to identify other facilities and assets that would be beneficial to our production of PHA at the commercial scale or our growth in general. We cannot provide assurances that we will be successful in identifying such facilities and assets or, if we do, securingraise the funding necessaryfinancing needed to acquire them.

Climate Changechange may impact the availability of our facilities and, in addition, we may incur substantial costs to comply with climate change legislation and related regulatory initiatives.

Changing weather patterns and theany increase in frequency of severe storms such as hurricanes and tornadoes could cause disruptions or the complete loss of our facilities. In addition, climate change concerns, and changes in the regulation of such concerns, including greenhouse gas emissions, could also subject us, our suppliers, or our customers to additional costs and restrictions, including increased energy and raw materials costs, which could negatively impact our financial condition and results of operations. The effects of climate change can have an adverse effect not only to our operations, but also that of our suppliers and customers, and can lead to increased regulations and changes in consumer preferences, which could adversely affect our business, results of operations, and financial condition.

We may beare subject to product liability claims that may not be covered by insurance and could require us to pay substantial sums.

If we are successful in obtaining regulatory approval forAs our products and/or otherwise begin marketing them,business grows and expands into different markets, we will increasingly become subject to an inherent risk of, and adverse publicity associated with, product liability and other liability claims, whether or not such claims are valid.have merit. We intend to obtainhave obtained product liability insurance coverage in amounts and scope that we believe willto be commercially reasonable and adequate once we begin marketing any products.for our product mix. However, product liability insurance may not continue to be available to us on commercially acceptable terms, or at all. Even if such insurance is available, product liability or other claims may exceed our insurance coverage limits. A successful product liability claim that exceeds our insurance coverage limits could require us to pay substantial sums and could have a material adverse effect on us.

Changes in government regulations encouraging the use of biodegradable alternatives to plastic products may have an adverse effect on our business.

We anticipate one of the key markets for our products being compostable and biodegradable substitutes for non-biodegradable plastics, which are created in part byfuture laws, regulations and policies designed to encourage or mandate the increased use of compostable and biodegradable alternatives to plastics.non-biodegradable plastics may help to create a key market for our products. Several countries and other political subdivisions of countries have enacted or are considering enacting such laws and regulations. Failure to implement these or similar laws and regulations and changes to existing laws and regulations may delay or adversely affect the demand for our product candidates in the future.

Compliance costs related to environmental requirements could negatively impact our financial results.

We are subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, climate change, greenhouse gas emissions, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements. Moreover, changes in environmental regulations could inhibit or interrupt our operations or could require modifications to our facilities. Accordingly, environmental, health or safety regulatory matters could result in significant unanticipated costs or liabilities.

Our business is subject to hazards common to chemical, fermentation, polymer, and extraction businesses, any of which could injure our employees or other persons, damage our facilities or other properties, interrupt our production and adversely affect our reputation and results of operations.

Our business is subject to hazards common to chemical and polymer manufacturing, storage, handling and transportation, including explosions, fires, severe weather, natural disasters, mechanical failure, chemical spills, discharges or releases of toxic or hazardous substances or gases and other risks. These hazards can cause personal injury and loss of life to our employees and other persons, and severe damage to, or destruction of, property and equipment, as well as environmental contamination. In addition, the occurrence of disruptions, shutdowns or other material operating problems at our facilities due to any of these hazards may diminish our ability to meet our output goals. Accordingly, these hazards and their consequences could adversely affect our reputation and have a material adverse effect on our operations as a whole, including our results of operations and cash flows, both during and after any period of operational difficulties.

We may not be able to protect adequately our patents and other intellectual property assets, which could adversely affect our competitive position and reduce the value of our products, and litigation to protect our patents and intellectual property assets may be costly.

Our commercial success may depend in part on our ability to obtain patent protection for technologies and products we develop, to preserve trade secrets and to operate without infringing the proprietary rights of others. There can be no assurance that any patents or patent applications that we own, obtain or file or are able to obtain or license from third parties

will afford any competitive advantages or will not be challenged or circumvented by third parties. Furthermore, there can be no assurance that others will not independently develop similar technologies or duplicate any technology developed by us. Because of the extensive time required for development, testing and regulatory review of a potential product, it is possible that before any of our potential products can be commercialized, any related patents may expire or may have only a brief remaining life span following commercialization, thus reducing any advantage of the patents.

If we are not able to obtain patent coverage or defend the patent protection for our technologies, then we will not be able to exclude competitors from developing or marketing competing technologies, and we may not generate enough revenues from product sales to justify the cost of development of our technologies and to achieve or maintain profitability. The patents currently in the portfolio have expiration dates ranging from 20222024 to 20402039 and any patents resulting from pending patent applications are expected to have durationsa duration that will expire between 20382034 and 2041.2044.

Our patent position involves complex legal and factual questions. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. Patents may not be issued for any pending or future pending patent applications owned by or licensed to us, and claims allowed under any issued patent or future issued patent owned or licensed by us may not be valid or sufficiently broad to protect our technologies. Moreover, we may be unable to protect certain of our intellectual property in the United States or in foreign countries. Foreign jurisdictions may not afford the same protections as U.S. law, and we cannot ensure that foreign patent applications will have the same scope as the U.S. patents. There will be many countries in which we will choose not to file or maintain patents because of the costs involved. Competitors may also design around our technology or develop competing technologies.

Additionally, any issued patents owned by or licensed to us now or in the future may be challenged, invalidated or circumvented. To the extent competitors or other third parties develop and market products or procedures that we believe infringe our patents and proprietary rights, we may be compelled to initiate lawsuits to protect and enforce our intellectual property rights. Such litigation is typically expensive, time-consuming and uncertain as to outcome, and may involve opponents who have much more extensive financial resources than we do. An unfavorable outcome of any such litigation could have a material adverse effect on our business and results of operations.

Third parties may claim that we infringe on their proprietary rights and may prevent us from commercializing and selling our products.

There has been substantial litigation in the manufacturing industry with respect to the manufacture, use, and sale of new products. These lawsuits often involve claims relating to the validity of patents supporting the new products and/or the validity and alleged infringement of patents or proprietary rights of third parties. We may be required to defend against challenges to the validity of our patents and against claims relating to the alleged infringement of patent or proprietary rights of third parties.

Litigation initiated by a third partythird-party claiming patent invalidity or patent infringement could:

Although patent and intellectual property disputes within the biopolymer industryand chemical industries have often been settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and could include the long-term payment of royalties. Furthermore, the required licenses may not be made available to us on acceptable terms. Accordingly, an adverse determination in a judicial or administrative proceeding or a failure to obtain necessary licenses could prevent us from manufacturing and selling our products or increase our costs to market our products.

We rely in part on trade secrets to protect our technology, and our failure to obtain or maintain trade secret protection could limit our ability to compete.

We rely on trade secrets to protect some of our technology and proprietary information, especially where we believe patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. Litigating a claim that a third party had illegally obtained and was using our trade secrets would be expensive and time consuming, and

the outcome would be unpredictable. Moreover, if our competitors independently develop similar knowledge, methods and know-how, it will be difficult for us to enforce our rights and our business could be harmed.

Our debt obligations could adversely affect our financial condition.

As of December 31, 2023, we had $382.8 million of consolidated debt. Our indebtedness could have significant negative consequences for our business, results of operations and financial condition, including that it may:

There can be no assurance that our business will generate cash flow from operations, or that additional capital will be available to us, in amounts sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. Additionally, events and circumstances may occur which would cause us to not be able to satisfy applicable draw-down conditions and utilize revolving credit facilities. Furthermore, a default under one debt instrument itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full.

We may not be able to generate sufficient cash to service our debt, operating leases and operating leaseother obligations, and we may be forced to take other actions to satisfy our obligations under our debt and operating leasesuch obligations, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt, and operating lease obligationsleases and other obligations depends on our ability to generate cash in the future and our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure youThere can be no assurance that we will generate and maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our debt, or to pay our operating leaseother obligations.

If our cash flows and capital resources are insufficient to fund our debt service, operating lease obligations and otherthese obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our debt. These alternative measures may not be successful and may not permit us to meet our scheduled debt obligations.  If our operating results and available cash are insufficient to meet our debt service, operating lease obligations and other obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and otherthese obligations. We may not be able to consummate those dispositions or to obtain the proceeds sought from them, and these proceeds may not be adequate to meet any debt service or othersuch obligations then due. Further, we may need to refinance all or a portion of our debt on or before maturity, and we cannot assure youthere can be no assurance that we will be able to refinance any of our debt on commercially reasonable terms or at all. Additionally, if we are unable to service our operating lease payments for ourcertain facilities in Bainbridge, Georgia and Winchester, Kentucky, which we lease pursuant to a sale-leaseback transaction that was entered into in 2018 with a commercial property REIT, we could lose the ability to occupy and operate those facilities.

We may incur more debt in the future, which could further exacerbate the risks of leverage, including the ability to service our indebtedness.

We may need to incur additional debt, including equipment loans, working capital lines of credit, senior notes and other long-term debt, in the future to complete acquisitions of facilities, equipment, machinery and other assets or capital projects or for working capital. Although the covenants contained in our current indebtedness instruments impose limits on our ability to incur new debt, these agreements may permit the incurrence of significant additional debt if we satisfy certain conditions, or such debt instruments may be amended in the future to do so. If we incur new debt, we could face risks related to being in a highly leveraged company, including our ability to service such indebtedness.

We are subject to a number of restrictive debt covenants under our loan agreements.

Many of our loan agreements contain certain restrictive covenants, which restrict our ability to, among other things, incur additional indebtedness, incur certain liens on our assets or sell assets, make investments, make capital expenditures, pay dividends and make other restricted payments. Many of our loan agreements also require us to maintain specified financial ratios under certain conditions and satisfy financial condition tests, including a consolidated senior leverage ratio and consolidated fixed charge coverage ratio.

Our ability to meet those financial ratios and tests and otherwise comply with our financial covenants may be affected by the factors described herein and other factors outside our control, and we may not be able to meet those ratios, tests and covenants. Our ability to generate sufficient cash from operations to meet our debt obligations will depend upon our future operating performance, which will be affected by general economic, financial, competitive, business and other factors beyond our control. A breach of any of these covenants, ratios, tests or restrictions, as applicable, or any inability to pay interest on, or principal of, our outstanding debt as it becomes due could result in an event of default. Upon an event of default, if not waived by our lenders, our lenders may declare all amounts outstanding as due and payable. Such an acceleration of the maturity of our indebtedness may, among other things, prevent or limit us from engaging in transactions that benefit us, including responding to changing business and economic conditions and taking advantage of attractive business opportunities.

We may not be able to satisfy the requirements of our participation in a New Markets Tax Credit (“NMTC”) program for funding our plant expansions.

We have entered into several arrangements under the NMTC program with various third-party financial institutions (the “Investors”(“NMTC Investors”) to help fund various phases of plant expansions at our Bainbridge, Georgia, and Winchester, Kentucky locations. In connection with the NMTC transactions, we received proceeds whichthat were restricted for use on approved capital expenditures and working capital needs at specific subsidiaries. The NMTCs are subject to 100% recapture of the tax credit for a period of seven years as provided in the Code. We are required to be in compliancecomply with various regulations and contractual provisions that apply to the NMTC arrangements. weWe have agreed to indemnify the NMTC Investors for any loss or recapture of the NMTCs until such time as our obligation to deliver tax benefits is relieved. The maximum potential amount of future payments under this indemnification could be up to the face amount of the related debt, net of certain leverage loans receivable in connection with the NMTC transactions, which amount totaled $7.6$31.4 million as of December 31, 2020.2023. Our obligation to deliver tax benefits iswill be relieved in various stages from April 2026 through November 2026.2029. Non-compliance with applicable requirements could result in projected tax benefits not being realized by an Investorinvestor and our being required to indemnify such Investor,investor, which could have a material adverse effect on our financial position, results of operations or liquidity.

We may be unable to obtain forgiveness of the PPP Loan, in whole or in part, in accordance with the provisions of the CARES Act, which could adversely affect our financial condition.

In April 2020, we entered into a promissory note with Truist Bank (“Truist”), under the Paycheck Protection Program of the CARES Act pursuant to which Truist made a loan to us in the amount of approximately $1.8 million (the “PPP Loan”). The PPP Loan matures in April 2022, bears interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement.

The PPP Loan is unsecured and guaranteed by the Small Business Administration (“SBA”). Under the terms of the PPP Loan, the principal amount of the loan may be forgiven to the extent it is used for qualifying expenses as described in the CARES Act and we otherwise request forgiveness in accordance with the terms of the PPP Loan and the requirements of the SBA. While we expect that all of the principal amount of the PPP Loan will be forgiven and to comply with all corresponding requirements, we cannot guarantee that we will be successful in obtaining forgiveness of all or any part of such principal amount. We will be required to repay any principal amount of the PPP Loan that is not forgiven, together with accrued and unpaid interest. In connection with the closing of the Business Combination, we deposited funds in an escrow account in an amount to repay the outstanding principal and accrued interest on the PPP loan.

Our ability to use net operating losses to offset future taxable income will be subject to certain limitations as a result of the Business Combination, PIPEbusiness combination, private placement and past transactions.

Certain of our deferred tax assets relate to federal and state net operating losses and credits. As of December 31, 2020,2023 and 2022, we had available federal net operating loss carryforwards of $65$307 million of which $40.6and $226 million, will begin to expire in 2028 and $24.4 million can be carried forward indefinitely. As of December 31, 2020, werespectively. We had state net operating loss carryforwards as of $65December 31, 2023 and 2022 of $250 million which begin to expire in various amounts in 2028.and $223 million, respectively. A portion of these net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities. In addition, in general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on our ability to utilize our pre-change net operating losses (“NOLs”) to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. A portion of our existing NOLs is subject to limitations arising from previous ownership changes in 2014. In addition, we believe the Business Combination and the PIPE is expected to constituterelated private placement of our Class A common stock that we completed in connection therewith constitutes an ownership change under Section 382 of the Code. Our NOLs may also be impaired under state law. A portion of our existing NOLs attributable to Legacy Danimer and its subsidiaries is also subject to the so called separate-return-limitation-year (“SRLY”) rules that may apply to consolidated tax groups. Although depending on applicable law and particular computations, it is expected that the amount of our NOLs that we will be able to utilize per year could be only up to $9.7 million per year. Accordingly, we may not be able to utilize a material portion of our NOLs.

Our ability to utilize our NOLs is also conditioned upon our attaining profitability and generating U.S. federal and state taxable income. We have incurred significant net losses in the past, and it is anticipated that we willmay continue to incur significant losses for the foreseeable future;losses; therefore, we do not know whether or when we will generate the U.S. federal or state taxable income necessary to utilize our NOL carryforwards, even to the extent they are not subject to limitation by Section 382 of the Code or the SRLY rules.

Our business, operations and markets, and those of our suppliers, business partners and customers, may be adversely affected by outbreaks of infectious diseases or other health crises.

We face various risks related to the ongoing coronavirus (COVID-19)

The COVID-19 pandemic and similar public health crises, which may have material adverse effectsthe resulting impact on global economies created a number of macroeconomic challenges that impacted our business, financial position, resultsincluding volatility and uncertainty in business planning, disruptions in global supply chains, material, freight and labor inflation, shortages of operations and liquidity.

We face various risks related to health epidemics, pandemicsdelays in obtaining certain materials and similarcomponent parts, and labor shortages.

Future outbreaks of infectious diseases, including the global outbreak of coronavirus disease 2019 (“COVID-19”). Such risks include disruptions or restrictions on our employees’ ability to work effectively, as well as temporary closures of our facilities or the facilities of our customers or suppliers.

It is possible that the continued spread of COVID-19 could also further cause disruptiondevelopments in our supply chain; cause delay or limit the ability of other customers to perform, including in making timely payments to us; and cause other unpredictable events. In addition, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts access to capital.

We continue to work with our stakeholders (including customers, employees, suppliers and local communities) to responsibly address this global pandemic. Our management is focused on mitigating the impact of the pandemic, which has required and will continue to require a substantial investment of time and resources across Danimer and could delay other value-added initiatives. We continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences.

The situation surrounding COVID-19 remains fluid and the ongoing impact on our business and results of operations, financial condition, expected cash flows and liquidity increases the longer the virus impacts activity levels in the United States and globally, both during the initial outbreak, as well as if additional outbreaks occur at a later date. For this reason, we cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on our results of operations, financial position, and liquidity. The extent to which the COVID-19 pandemic, may impactresult in widespread or localized health crises that adversely affect general commercial activity and the economies and markets of the countries and localities in which we operate, sell, and purchase goods and services. Any outbreak of infectious disease poses the risk that we or our employees, contractors, suppliers, customers, transportation providers, and other business operating results, financial condition and liquidity will depend on future developments and numerous and evolving factors that are highly uncertain, vary by market and cannotpartners may be accurately predictedprevented or quantified at thisimpaired from conducting ordinary business activities for an indefinite period of time, including self-imposed facility shutdowns to protect the durationhealth and spreadwell-being of the outbreak; new information concerning its transmissionour employees or government-mandated shutdowns. In addition, our suppliers, business partners and severity; government mandated restrictions and regulations; business and workforce disruptions;customers may also experience similar negative impacts. Global supply chains may be disrupted, causing shortages, which could impact on demand for our products, and the effectiveness of actions taken to contain and treat the disease; actions taken or that might be taken by governments, businesses or individuals to contain or reduce its repercussions and mitigate its economic implications; evolving macroeconomic factors, including general economic uncertainty, unemployment rates and recessionary pressures; decreased consumer spending levels; reduction or changes in customer demand for our products and services; our ability to manufacture sell and provideor supply our products and services, including as a result of travel restrictions, closed borders, operating restrictions imposed on our facilities or reduced abilityproducts. This disruption of our employees, to continue to work efficiently; increaseddistributors, suppliers and customers may impact our sales and future operating costs (whether as a results of changes to our supply chain or increases in employee costs or otherwise); collectibility of customer accounts; additional and prolonged devaluation of other countries’ currencies relative to the dollar; and the general impact of the pandemic on our customers, employees, suppliers, vendors and other stakeholders. Additionally, customers might defer decision making, delay orders or seek to renegotiate or terminate existing agreements.results.

The continuing global pandemic may also result in delays in our ability to apply for and obtain further regulatory approval for our products in various jurisdictions.

The impact of COVID-19outbreaks of infectious diseases may also exacerbate other risks discussed herein, any of which could have a material effect on us. This situation is changing rapidly,us, and additional impacts may arise that we are not aware of currently.

We depend on key personnel.

We depend greatly on our executive officers and other employees. Our success will depend, in part, upon our ability to attract and retain additional skilled personnel, which will require substantial additional funds. There can be no assurance that we will be able to find, attract and retain additional qualified employees, directors, and advisors having the skills necessary to operate, develop and grow our business. Our inability to hire qualified personnel, the loss of services of any of our executive officers, or the loss of services of other key employees, or advisors that may be hired in the future, may have a material and adverse effect on our business.

If we experience a significant disruption in our information technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected.

We depend on information technology systems throughout Danimer to, among other functions, control our manufacturing processes, process orders and bill, collect and make payments, interact with customers and suppliers, manage inventory and otherwise conduct business. We also depend on these systems to respond to customer inquiries, contribute to our overall internal control processes, maintain records of our property, plant and equipment and record and pay amounts due to vendors and other creditors. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers. As we upgrade or change systems, we may also experience interruptions in service, loss of data or reduced functionality and other unforeseen material issues that could adversely impact our ability to provide quotes, take customer orders and otherwise run our business in a timely manner. In addition, if our new systems fail to provide accurate and increased visibility into pricing and cost structures, it may be difficult to improve or maximize our profit margins. As a result, our results of operations could be adversely affected.

In addition, cyber-attacks or security breaches could compromise confidential, business critical information, cause a disruption in our operations or harm our reputation. Our information technology systems are subject to potential disruptions, including significant network or power outages, cyberattacks, computer viruses, other malicious codes and/or unauthorized access attempts, any of which, if successful, could result in data leaks or otherwise compromise our confidential or proprietary information and disrupt our operations. Despite our efforts to protect sensitive information and comply with and implement data security measures, there can be no assurance that any controls and procedures that we have in place will be sufficient to protect us. Further, as cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future. We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cyber security. Any such disruptions to our information technology systems, breaches or compromises of data, and/or misappropriation of information could result in violation of privacy and other laws, litigation, fines, negative publicity, lost sales or business delays, any of which could have a material adverse effect on our business, financial condition or results of operations.

Government regulation of our business is extensive and regulatory approvals are uncertain, expensive and time-consuming.

Our research, development, testing, manufacturing and marketing of most of our intended products are subject to an extensive regulatory approval process by the FDA and other regulatory agencies in the U.S. and abroad. The process of obtaining FDA and other required regulatory approvals is lengthy, expensive and uncertain. There can be no assurance that, even after such time and expenditures, we will be able to obtain necessary regulatory approvals for the

manufacturing or marketing of any products. Even if regulatory clearance is obtained, a marketed product is subject to continual review, and later discovery of previously unknown safety issues or failure to comply with the applicable regulatory requirements may result in restrictions on a product’s marketing or withdrawal of the product from the market, as well as possible civil or criminal sanctions.

Changes in sentiment regarding and laws and regulations relating to plastic products could reduce demand for our products and/or increase the cost of producing our products and have an adverse effect on our business.

Plastic products have recently faced increasingly negative public sentiment and scrutiny. In addition, foreign, state and local governments have increasingly proposed, or in some cases implemented, restrictions or bans on plastic-based products, including single-use plastics, plastic straws and utensils. Notwithstanding the fact that our bio-plastic products are intended to address many of the concerns regarding traditional petroleum-based plastics, increased regulation of, or prohibition on, the use of plastics generally, as well as negative public sentiment regarding such products, could increase the costs incurred by our customers to use such products or otherwise limit the use of these products, and could lead to a decrease in demand for the products we make or an increase in the cost of production of such products. Such a decrease in demand could adversely affect our business, operating results and financial condition.

We may be unsuccessful in integrating acquisitions.

We have determined there was a material weakness inThere may be many challenges to integrating acquired businesses into our internal control over financial reporting as of December 31, 2020. If we are unable to developCompany, including eliminating redundant operations, facilities and maintain an effective system of internal control over financial reporting, wesystems, coordinating management and personnel, retaining key employees, managing different corporate cultures and achieving cost reductions and cross-selling opportunities. We may not be able to accurately reportmeet these challenges.

Potential international business opportunities may expose us to additional risks.

A part of our financial results ingrowth strategy depends on expanding internationally. Although sales outside of the United States account for a timely manner, which may adversely affect investor confidence in uslesser percentage of our total net sales, we expect to increase our level of business activity outside of the United States. Some countries that present potential good business opportunities also face political and materiallyeconomic instability and adversely affectvulnerability to infrastructure and other disruptions. Seeking to expand our business internationally exposes us to additional risks, which include foreign exchange risks and operating results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls.

Following the release of the Staff Statement, our management and our audit committee concluded that, in light of the Staff Statement, it was appropriate to restate our previously issued Consolidated Financial Statements as of and for the period ended December 31, 2020,currency fluctuations, as discussed more fully below, political and economic uncertainties, changes in local business conditions and national and international conflicts. We also face the Explanatory Note to this Annual Report on Form 10-K/Apotential risks arising from staffing, monitoring and Note 1 tomanaging international operations, including the Consolidated Financial Statements. As part of this process,risk such activities may divert our resources and as discussed further in Item 9A, “Controls and Procedures,” we evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report and determined there was a material weakness in our controls over the accounting for complex financial instruments, such as the Private Warrants issued in connectionmanagement time. In addition, compliance with the initial public offeringlaws, regulations and taxes of Live Oak.

A material weakness is a deficiency, or a combinationmultiple international jurisdictions increases our cost of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim Consolidated Financial Statements will not be prevented or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

Following the issuance of the Staff Statement, our management and our audit committee concluded that it was appropriate to restate our previously issued Consolidated Financial Statements as of and for the year ended December 31, 2020, as discussed in the Explanatory Note to this Annual Report on Form 10-K/A and Note 1 to the Consolidated Financial Statements. As part of the Restatement, we determined there was a material weakness in our internal controls over financial reporting.

As a result of such material weakness, the Restatement, the change in accounting for the private warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.

doing business.

Risks Related to our Common Stock

An active trading market for our Common Stock may not be available on a consistent basis to provide stockholders with adequate liquidity. Our stock price may be extremely volatile, and our stockholders could lose a significant part of their investment.

An active trading market for shares of our Common Stockcommon stock may not be sustained on a consistent basis. The public trading price for our Common Stockcommon stock will be affected by a number of factors, including:

As a result of these factors, our stockholders may not be able to resell their shares of Common Stockcommon stock at, or above, their purchase price. In addition, the stock prices of many technology companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. Any negative change in the public’s perception of the prospects of industrial biotechnology or “clean technology” companies could depress our stock price regardless of our results of operations. These factors may have a material adverse effect on the market price of our Common Stock.common stock.

Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Our executive officers and directors as a group beneficially own approximately 23.5% of our outstanding Common Stock. As a result, these shareholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the amended and restated certificate of incorporation and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

We do not expect to declare any dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.

There can be no assurance that we will be able to comply with the continued listing standards of the New York Stock Exchange (“NYSE”).

If the NYSE delists our securities from trading on its exchange for failure to meet the listing standards, we and our securityholders could face significant material adverse consequences including:

We may be required to take write-downsadhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our common stock;

On January 23, 2024, we may be subject to restructuring, impairment or other chargeswere notified by NYSE Regulation (“NYSER”) that could have a significant negative effect on our financial condition, results of operations andwe were not in compliance with the NYSE’s continued listing criteria because the average closing price of Common Stock, which could cause you to lose some or all of your investment.

Factors outside of our control may, at any time, arise. Ascommon stock was less than $1.00 over a result of these factors,30-day consecutive trading day period ending January 22, 2024. On March 29, 2024, we may be forced to later write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in us reporting losses.

Even though these charges may be non-cash items and therefore not have an immediate impact on our liquidity, the factwere notified by NYSER that we report chargeshad regained compliance with the continued listing criteria as of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.March 28, 2024.

If we do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. If an active market for our securities develops and continues, the trading price of our securities following could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on youran investment in our securities and our securities may trade at prices significantly below the price you paid for them.securities. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock marketStock markets in general, and NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The

trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for stocks or the stocks of other companies which investors perceive to be similar to ours could depress our share price regardless of our business, prospects, financial conditions, or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

We will incur significant increased expenses and administrative burdens as a public company, whichmay be required to take write-downs or write-offs, or we may be subject to restructuring, impairment or other charges that could have an adversea significant negative effect on our business, financial condition, and results of operations.operations and the price of our common stock.

Factors outside of our control may, at any time, arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in us reporting losses.

We will face increased legal, accounting, administrativeEven though these charges may be non-cash items and other costs and expenses as a public companytherefore not have an immediate impact on our liquidity, the fact that we did not incur asreport charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

The issuance of shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock.

Our Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock, and 10,000,000 shares of preferred stock, in each case, par value $0.0001 per share. We may issue a private company.substantial number of additional shares of common stock or shares of preferred stock under an employee incentive plan. The Sarbanes-Oxley Actissuance of 2002 (the “Sarbanes-Oxley Act”), includingadditional common stock or preferred shares:

We may conduct future offerings of our common stock, preferred stock or other securities that are convertible into or exercisable for our common stock to finance our operations or fund acquisitions, or for other purposes. If we issue additional shares of our common stock or rights to acquire shares of our common stock, or if the market perceives that such issuances or sales may occur, then the trading price of our common stock may significantly decline. In addition, our issuance of additional shares of our common stock would dilute the ownership interests of our existing common stockholders.

As of December 31, 2023, we have 18,088,153 shares of common stock reserved for issuance upon the vesting of certain restricted shares, performance shares, and the exercise of outstanding options to purchase common stock issued under Legacy Danimer’s stock incentive plans, which outstanding options were assumed by the SEC,Company in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010Business Combination, and the rulesCompany’s 2020 Long-Term Incentive Plan (“2020 Plan”). Additionally we have 3,914,525 shares of common stock reserved for issuance upon the exercise of private warrants and regulations promulgated4,823,519 shares of common stock reserved for future grant or issuance under the 2020 Plan and 2,306,519 shares of common stock reserved for future issuance under the Company’s 2020 Employee Stock Purchase Plan. In December 2021, we issued $240 million principal amount convertible notes (“Convertible Notes”). The initial conversion rate is 92.7085 shares of common stock per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $10.79 per share of common stock. If the Convertible Notes were to be promulgated thereunder,converted into common stock in their entirety using the Public Company Accounting Oversight Board (“PCAOB”) andinitial conversion rate, we would issue an additional 22,250,040 shares of common stock.

The capped call transactions may affect the securities exchanges, impose additional reporting and other obligations on public companies. Compliancevalue of our common stock.

In connection with public company requirements will increase costs andour issuance of the Convertible Notes, we entered into privately negotiated capped call transactions. The capped call transactions were intended to reduce the potential dilution to our common stock upon any conversion of the Convertible Notes and/or to offset any potential cash payments we might be required to make certain activities more time-consuming. A numberin excess of those requirements will require usthe principal amount of converted notes, as the case may be, with such reduction and/or offset subject to carry out activities we have not done previously. For example, we have created new board committees and will adopt new internal controls and disclosure controls and procedures. a cap.

In addition, expenses associatedthe option counterparties and/or their respective affiliates may hedge positions by entering into or unwinding various derivatives with SEC reporting requirements will be incurred. Furthermore, if any issuesrespect to our common stock and/or purchasing or selling our common stock or other securities of ours in complying with those requirements are identified (for example, ifsecondary market transactions prior to the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of us. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs, and the costs of related legal, accounting and administrative activities. These increased costs may require us to commit a significant amount of money that could otherwise have been used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Our failure to timely and effectively implement controls and procedures required by Section 404(a)maturity of the Sarbanes-Oxley Act could have a material adverse effect on our business.

The standards required for a public company under Section 404(a)Convertible Notes (and are likely to do so following any conversion of the Sarbanes-Oxley ActConvertible Notes, any repurchase of the Convertible Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the Convertible Notes are significantly more stringent than those requiredretired by us, in each case if we exercise the relevant election to terminate the corresponding portion of us asthe capped call transactions). This activity could also cause or avoid an increase or a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. If we are not able to implement the additional requirements of Section 404(a)decrease in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

We qualify as an “emerging growth company” withincommon stock and, to the meaningextent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the number of shares of common stock that convertible noteholders receive upon conversion of the Securities Act,Convertible Notes.

The direction or magnitude of any potential effect that the transactions described above may have on the price of our common stock, if any, is uncertain and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Common Stock in the initial public offering of units of Live Oak Acquisition Corp., our predecessor, consummated on May 5, 2020. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt outany of such extended transition period and, therefore, we may not be subject toeffects could adversely affect the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may findprice of our Common Stock less attractive because we will rely on these exemptions, which may result in a less active trading market for our Common Stock and its price may be more volatile.common stock.

Our management has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to our management and growth. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

The loss of certain key personnel could negatively impact the operations and financial results of our business.

Our ability to successfully operate our business is dependent upon the efforts of certain key personnel of ours and there can be no assurance that they will be able to do so. It is possible that we will lose some key personnel, the loss of which could negatively impact our operations and profitability. Furthermore, certain of our key personnel may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

We may issue additional shares of common stock or preferred shares under an employee incentive plan which would dilute the interest of our stockholders.

Our Fourth Amended and Restated Certificate of Incorporation authorizes the issuance of 200,000,000 shares of Common Stock, and 10,000,000 shares of preferred stock, in each case, par value $0.0001 per share. We may issue a substantial number of additional shares of common stock or shares of preferred stock under an employee incentive plan. The issuance of additional common stock or preferred shares:

Our Fourth Amended and Restated Certificate of Incorporation will provide,provides, subject to limited exceptions, that the courts of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our Fourth Amended and Restated Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Fourth Amended and Restated Certificate of Incorporation. In addition, our Fourth Amended and Restated Certificate of Incorporation provides that this choice of forum does not apply to any complaint asserting a cause of action under the Securities Act and the Exchange Act. Finally, our Fourth Amended and Restated Certificate of Incorporation provides that federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act or the Exchange Act.

In March 2020, the Delaware Supreme Court issued a decision in Salzburg et al. v. Sciabacucchi, which found that an exclusive forum provision providing for claims under the Securities Act to be brought in federal court is facially valid under Delaware law. It is unclear whether this decision will be appealed, or what the final outcome of this case will be. We intend to enforce this provision, but we do not know whether courts in other jurisdictions will agree with this decision or enforce it.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Fourth Amended and Restated Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

Because we have no current plans to pay cash dividends on Common Stock forTechniques employed by short sellers may drive down the foreseeable future, you may not receive any return on investment unless you sell Common Stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in Common Stock unless you sell Common Stock for a price greater than that which you paid for it.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market, or competitors. If no additional securities or industry analysts commence coverage of our share price and trading volume may be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of common stock would likely decline.and/or spur litigation or regulatory action.

Short selling is the practice of selling securities that a seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. Short sellers hope to profit from declines in the value of the securities between the sale of the borrowed securities and the purchase of the replacement securities. Therefore many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

We have been the subject of negative publicity campaigns based on incomplete, outdated or misunderstood information. We do not believe there is any merit to these campaigns, and we believe that their sole purpose was to

benefit the short sellers of our securities. Furthermore, we believe that our responses to such campaigns, together with the substantial amount of publicly available information about us, sufficiently demonstrate the lack of merit of each claim. It is not clear what long-term effect such negative publicity could have on us and/or whether we will continue to be subject to short seller attacks from time to time in the future. If any analyst who may cover uswe were to cease coveragebecome the subject of usany additional unfavorable allegations, whether such allegations are proven to be true or failuntrue, we may have to regularly publish reports on us,expend significant resources to investigate such allegations and/or defend ourselves. While we could lose visibilitywould prefer to strongly defend against any such short seller attacks, we may be constrained in the financial markets,manner in which we can proceed against the relevant short sellers by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could divert management’s attention from our day-to-day operations. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact the market price of our common stock and our business operations.

We believe that the several previously disclosed class action securities claims, the first of which was filed against us on May 14, 2021, are a result of these short seller reports. On May 5, 2021, we received a letter from the Atlanta regional office of the SEC, in turn could cause our share price or trading volumeconnection with a non-public, fact-finding inquiry, requesting that we voluntarily produce certain specified information, to decline.which we timely and voluntarily produced the requested information on July 14, 2021. Subsequently, the SEC had additional follow-up requests for further information, and we have timely and voluntarily responded to all such requests.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We have an enterprise-wide information security program designed to identify, protect, detect, respond to and manage reasonably foreseeable cybersecurity risks and threats. To protect our information systems from cybersecurity threats, we use various security tools that help prevent, identify, escalate, investigate, resolve and recover from identified vulnerabilities and security incidents in a timely manner. These include, but are not limited to, internal reporting, monitoring and detection tools.

We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We use a widely-adopted risk quantification model to identify, measure and prioritize cybersecurity and technology risks and develop related security controls and safeguards. We conduct regular reviews and tests of our information security program and leverage testing by our internal audit team, tabletop exercises, and vulnerability testing, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning. The results of these assessments are reported to our Audit Committee.

Our systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information (of third parties, employees, and our members) and other data, confidential information or intellectual property. However, to date these incidents have not had a material impact on our service, systems or business. Any significant disruption to our service or access to our systems could adversely affect our business and results of operation. Further, a penetration of our systems or a third-party’s systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations.

Our Vice President of Information Technology leads our internal IT team and is responsible for overseeing our information security program. Team members who support our information security program have relevant educational and industry experience . Our IT team members provides regular reports to senior management and other relevant teams on various cybersecurity threats, assessments and findings.

We also participate in a cybersecurity risk insurance policy.

For additional information regarding cybersecurity threats that may materially affect the Company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K , including the risk factor entitled “If we experience a significant disruption in our information

technology systems, including security breaches, or if we fail to implement new systems and software successfully, our business operations and financial condition could be adversely affected.”

Governance

One of the functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats. Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face. Our Board of Directors administers its cybersecurity risk oversight function directly as a whole and through its committees. Particularly, the Audit Committee of the Board of Directors oversees our cybersecurity risk and receives regular reports from our Vice President of Information Technology on various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance.

ITEM 2. PROPERTIES

Our corporate headquarters, primary research facility, PLA reactive extrusion plant, tolling operation and our PHA demonstration plant are located in Bainbridge, GA,Georgia, in approximately 200,000 square feet of real property.

feet. Our PHA commercial production facility is located in Winchester, Kentucky in approximately 80,000155,000 square feet of real property.feet.

We lease all of these facilities, except for the PLA reactive extrusion plant we own, from a large, diversified commercial property REIT. The triple net lease under which we lease these properties, except for the PLA reactive extrusion plant we own, has an initial term through December 31, 2038 with four (4) optionsoptional renewal terms of five (5) years each pursuant toeach.

Danimer Catalytic Technologies maintains offices and our Rinnovo pilot plant in Rochester, New York in approximately 26,000 square feet, which we may elect to extend the term.are leasing through June 30, 2028 with one optional lease renewal term of five years.

ITEM 3. LEGAL PROCEEDINGS

Please refer to Note 18 to the Consolidated Financial Statements for information regarding material legal proceedings.

In the ordinary course of business, we may be a party to various other legal proceedings from time to time. We do not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material effect on our business, results of operations, or financial condition.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Certain Information Regarding the Trading of Our Common Stock

Our Common Stock currently trades under the symbol “DNMR” on the New York Stock Exchange (“NYSE”). Through December 29, 2020, our Common Stock, Units, and Warrants were traded under the symbols “LOAK”, “LOAK-U”, and “LOAK-WS”, respectively, and these securities commenced public trading effective May 5, 2020. Upon the consummation of the Business Combination, we separated our Units into their component units of one share of common stock and one-half warrant. On December 30, 2020, our Warrants began trading on the NYSE under the symbol “DNMR-WS”.

Holders of Our Common Stock

As of March 17, 2021,29, 2024, there were approximately 240359 holders of record of shares of our common stock. These amounts do not include stockholders for whom shares are held in “nominee” or “street” name.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information for all equity compensation plans at December 31, 2020, under which the equity securities of the Company were authorized for issuance:

(1) There are no equity compensation plans not approved by stockholders.

Recent Sales of Unregistered Equity Securities

During the year ended December 31, 2020,2023, we did not issue or sell any unregistered securities except as previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.securities.

Issuer Purchases of Equity Securities

Our share purchase of our registered equity securities duringDuring the quarter ended December 31, 2020 was as follows:2023, 87,165 shares were surrendered to us in connection with our payment of the tax withholding obligations of participants in connection with the partial vesting of their restricted stock awards.

Dividends

Dividends

We have not paid any dividends on our Common Stockcommon stock to date. It is our present intention to retain any earnings for use in our business operations, and, accordingly we do not anticipate that the board of directors will declare any dividends in the foreseeable future on our Common Stock.common stock.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a smaller reporting company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, for this reporting period and are not required to provide the information required under this item.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes appearing in Part II, Item 8 of this Report. The following discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. See

the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in the forward-looking statements as a result of various factors, including those set forth under the section entitled “Risk Factors” or elsewhere ingin this Report. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we”, “us”, “our”, “Danimer”, “Danimer Scientific”, and the “Company” are intended to mean the business and operations of Danimer and its consolidated subsidiaries.

Restatement

As discussed in the Explanatory Note to this Annual Report on Form 10-K/A and Note 1 to the Consolidated Financial Statements, we are restating our Consolidated Financial Statements and related financial information for the year ended December 31, 2020. The following discussion and analysis of our financial condition and results of operations is based on the restated amounts. See Note 1 to our Consolidated Financial Statements, which accompany the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K/A, for further detail regarding the restatement adjustments. In addition, for further information regarding the matters leading to the restatement and related findings respect to our disclosure controls and procedures and internal control over financial reporting, see Part II, Item 9A, “Controls and Procedures” of this Annual Report on Form 10-K/A.

Introductory Note

On December 29, 2020 (the “Closing Date”),The Company (formerly Live Oak Acquisition Corp. (“Live Oak”), consummated) was originally incorporated in the State of Delaware on May 24, 2019 as a special purpose acquisition company formed for the purpose of effecting a merger, pursuant to that certain Agreement and Plan of Merger, dated as of October 3, 2020 (as amended by Amendment No.1 thereto, dated as of October 8, 2020, and Amendment No. 2 thereto, dated as of December 11, 2020, collectively the “Merger Agreement”), by and amongcapital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses. Live Oak Green Merger Corporation,completed its initial public offering in May 2020. On December 29, 2020 (“Closing Date”), Live Oak consummated a Georgia corporationbusiness combination (“Merger Sub”Business Combination”), with Meredian Holdings Group, Inc., a Georgia corporation (“Meredian Holdings Group”MHG” or “MHG”“Legacy Danimer”), Live Oak Sponsor Partners, LLC, as representative for Live Oak for certain purposes described in the Merger Agreement, and John A. Dowdy, Jr., as representative of the shareholders of Legacy Danimer for certain purposes described in the Merger Agreement. Pursuant to the terms of the Merger Agreement, a business combination between the Company and Legacy Danimer was effected through the merger of Merger Sub with and into Legacy Danimer, with Legacy Danimer surviving as the surviving company andmerger as a wholly owned subsidiary of Live Oak. The Business Combination was accounted for as a reverse recapitalization, meaning that Legacy Danimer was treated as the accounting acquirer and Live Oak (the “Merger” and, collectively withwas treated as the other transactions described inaccounting acquiree. Effectively, the Merger Agreement,Business Combination was treated as the “Business Combination”). Onequivalent of Legacy Danimer issuing stock for the Closing Date, and innet assets of Live Oak, accompanied by a recapitalization. In connection with the closing of the Business Combination, (the “Closing”), the registrantLive Oak changed its name from Live Oak Acquisition Corp. to Danimer Scientific, Inc. (“Danimer”On August 11, 2021, we closed the acquisition of Novomer, Inc. (integrated into our business as “Danimer Catalytic Technologies”).

Overview

The following discussion and analysis of our financial condition and results of operations describes the business historically operated by Meredian Holdings Group and its subsidiaries (“Legacy Danimer”) under the “Danimer Scientific” name as an independent enterprise prior to the Business Combination.

Overview

We are a performance polymer company specializing in bioplastic replacement for traditional petroleum-based plastics. Through our principal operating subsidiaries, Meredian, Inc., Danimer Scientific, L.L.C. and Danimer Scientific Kentucky, Inc., weWe bring together innovative technologies to deliver renewable, environmentally friendlybiodegradable bioplastic materials to global consumer product companies. We believe that we are the only commercial company in the bioplastics market to combine the production of a base polymer along with the reactive extrusion capacity in order to give customers a “drop-in” replacement for a wide variety of petroleum-based plastics. We derive our revenue primarily from product sales of PHA- and PLA-based resins as well as from services such as contract research and development and tolling.

PHA-Based Resins

PHA-based Resins: We are a leading producer of polyhydroxyalkanoate (“PHA”), a new, 100%key biodegradable ingredient in a wide range of engineered materials that are plastic feedstock alternative soldalternatives, which we sell under the proprietary Nodax^® brand name, for usageuse in a wide variety of plastic applications including water bottles, straws, food containers and cutlery, among other things. We originally acquired the technology to produce PHA from Procter & Gamble in 2007. PHA is mademake Nodax through a fermentation process where bacteria consume vegetable oil and make PHA within their cell membraneswalls as energy reserves. We harvest the PHA from the bacteria, then purify and filter the bioplastic before extrudingforming the PHA into pellets, which we sellcombine with other inputs using a reactive extrusion process to converters.manufacture formulated finished product. We design our PHAs areto be a completedrop-in replacement for petroleum-based plastics whereso that the convertorsconverters do not have to purchase new equipment to switch to theour new biodegradable plastic. Utilizing PHA as a base resin for a wide variety of application-specific engineered materials significantly expands the number of potential applications for bioplastics in the industry and enables us to produce resin that is not just compostable, but also fully biodegradable.

Having successfully scaled up PHA production from the laboratories to a contract manufacturer and later to our own commercial development plant, we recently have begun making PHA on a commercial scale. In December 2018, we acquired a fermentation facility in Winchester, Kentucky (the “Kentucky(“Kentucky Facility”) and simultaneously entered intofor production of PHA on a long-term sale and leaseback transaction with a large, diversified commercial property REIT with respect to the Kentucky Facility and certain facilities located in Bainbridge, Georgia.scale. We embarked on a two-phase commissioning strategy for the Kentucky Facility. We commenced scale-up fermentation runs in December 2019 and had completed several components of the Phase I improvements by the end of the third quarter of 2020. As of December 31, 2020, we had invested $54.7 million since the acquisition of the Kentucky Facility, excluding capitalized interest. Of this total, $7.3 million in real-estate improvements for the Kentucky Facility were reimbursed by the REIT in May 2020 in exchange for an increase in the monthly lease payment for the Kentucky Property.  Once Phase I is producing at full capacity, we expect to produce approximately 20 million pounds of finished product per year. We believe thatwhich expanded the capacity of the plant can be expanded by another 45 million pounds of finished product, bringingto total plant capacity up to 65 million pounds of Nodax-based finished product, which includes other blended inputs, per year, by investingyear. The capacity expansion was completed in 2022.

In November 2021, we broke ground on the construction of a PHA plant in Bainbridge, Georgia (“Greenfield Facility”). Through December 31, 2023, we have invested $187.4 million in the Greenfield Facility, excluding capitalized interest and internal labor. The Greenfield Facility has an engineering cost estimate ranging from $515 million to $665 million, which was most recently updated in December 2022 and does not consider any effect of inflation. The Greenfield Facility has a planned annual production capacity of approximately $100125 million pounds of finished product. We suspended construction of the Greenfield Facility during 2022 and completion of the facility is contingent upon securing additional financing.

We anticipate spending between $140 million to $220 million on a commercial Rinnovo plant. The noted range does not account for the Phase II expansion. We have commenced Phase IIimpact of inflation on our construction and expect to completecosts arising since the buildout duringcompletion of our engineering cost estimate in the second quarter of 2022. WeOnce a commercial Rinnovo plant is completed and after making some additional investments in extrusion capacity, the Danimer network is expected to have invested $16.6production capacity of

approximately 330 million pounds of Nodax-based finished product. Danimer also expects to have approximately 60 million pounds of Rinnovo remaining to sell on a standalone basis or in the Phase II expansion through December 31, 2020.

PLA-Based Resinsformulations that don't include Nodax.

PLA-based Resins: Since 2004, we have been producing proprietary plastics using a natural plastic called Polylactic Acidpolylactic acid (“PLA”) as a base resin. While PLA is produced by other biopolymer manufacturers, PLA has limited functionality in its neat (“unformulated”)unformulated, or “neat,” form. We purchase PLA and formulate it into bioplastic applicationsresins by leveraging the expertise of our chemists and our proprietary reactive extrusion process. Our formulated PLA products allow many companies to begin to use renewable and compostable plastics to meet their customers’ growing sustainability needs. We were the first company in the world to create a bioplastic suitable for coating disposable paper cups to withstand the temperatures of hot liquids such as coffee. We have since expanded our product portfolio and now supply customers globally.

Research and Development (“(“R&D”&D”) and Other Services

Tolling Services: Our technology team partners with global consumer product companies to develop custom biopolymer formulations for specific applications. R&D contracts are designed to develop a formulated resin using PHA, PLA and other biopolymers that can be run efficiently on existing conversion equipment. We expect successful R&D contracts to culminate in supply agreements with the customers. Our R&D services thus not only provide immediate revenue but also a pipeline of future products.

In addition to producing our own products, we also toll manufacture for customers that need theour unique extruder or reactor setup we employ for new or scale-up production. Our specialty tolling services primarily involve processing customer-owned raw materials to assist them in addressing their extrusion capacity constraints or manufacturing challenges.

Comparability of Financial Information

Our results of operations and statements of assets and liabilities may not be comparable between periods as a result of the Business Combination. 

We were originally known as Live Oak Acquisition Corp. On December 29, 2020, Live Oak consummated the merger of its wholly owned subsidiary, Merger Sub, with and into Legacy Danimer, pursuant to the Merger Agreement. In connection with the Closing, Live Oak changed its name to Danimer Scientific, Inc.

Following the Closing, Legacy Danimer was deemed the accounting acquirer in accordance with the criteria outlined in Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and the Business Combination is accounted for as a reverse recapitalization. Under this method of accounting, Live Oak is treated as the acquired company for financial statement reporting purposes and the successor registrant for SEC purposes, meaning that Legacy Danimer’s financial statements for previous periods are disclosed in our periodic reports filed with the SEC.

The most significant change in our reported financial position is an increase in cash and cash equivalents (as compared to our Consolidated Balance Sheet at December 31, 2019) of $371.3 million. We also assumed a warrant liability as a result of the Business Combination with a fair value of $82.9 million at December 31, 2020. Total non-recurring transaction costs incurred in connection with the Business Combination were $27.1 million, of which $22.8 million were recorded as an offset to equity. Transaction costs of $6.7 million were previously recorded in the legal acquirer’s results and therefore are not reflected in the amounts discussed above. See Note 3 to our 2020 Consolidated Financial Statements.

As a result of the Merger, Danimer is an SEC-registered and NYSE-listed company, which will require us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Report titled “Risk Factors.”

Factors Impacting Our Revenue

We derive our revenue from product sales of PLA-PHA- and PHA-basedPLA-based resins as well as from services such as R&D and tolling.

Our productThe most significant drivers of PHA-based revenue is significantly impacted byare the pace of adoption of our materials and, in the longer-term, our ability to successfully scale the Kentucky Facility for commercialbring additional production of PHA. The completion of Phase I and Phase II of the Kentucky Facility will significantly increasecapacity online, such as our capacity to produce and sell PHA, which is in high demand by our customers. Using our PHAs as base resin significantly expands the number of potential applications for bioplastics and also enables us to produce a resin that is not just compostable, but also fully biodegradable. Since we just recently introduced our PHA on a commercial scale, our product revenues are also impacted by the timing and success of customer trials as well as product degradation testing and certifications.Greenfield Facility. Our product revenue from PLA-based resins is primarily impacted by the effective launch of new product offerings in new markets by our customers as well as the ability of our suppliers to continue to grow their production capacity of neat PLA.customers. Finally, our product revenue iswill be impacted in the future by our ability to deliver biopolymer formulations that can be efficiently run on customer conversion equipment and meet customer application specifications and requirements. Revenue from productrequirements and by our ability to negotiate successful PHA-related license sales is generally recognized when the finished products are shipped toagreements.

In 2023, we had three customers as this represents the transferthat each individually accounted for more than 10% of controltotal revenue and collectively represented 65% of the product. Due to the highly specialized naturetotal revenue. In 2022, we had two customers that each individually accounted for more than 10% of our products, returns are infrequenttotal revenue and we do not offer rebates or volume discounts that would impact selling prices.collectively represented 40% of total revenue.

Our servicesservice revenue is primarily impacted by the timing of, and execution against, customer contracts. Research and development services generally involve milestone-based contracts to develop PHA-based solutions designed to a customer’s specifications and may involve single or multiple performance obligations with the transaction price being allocated to each performance obligation based on the standalone selling price of the performance obligation. Service revenues are recognized over time with progress measured using an input method based on personnel costs incurred to date as a percentage of total estimated personnel costs for each performance obligation within the contract.specifications. Upon the completion of research and development contracts, customers generally have the option to enter into long-term supply agreements with us for the developed product solutions. Our ability to grow our services revenue depends on our ability to develop a track record of developing successful biopolymer formulations for our customers and our ability to effectively transition those customer formulations to commercial scale production.

Factors Impacting Our Operating Expenses

Costs of revenue

Cost of revenue is comprised of costs of goods sold and direct costs associated with research and development service projects.contracts. Costs of goods sold consists of raw materials and ingredients, labor costs including related stock-based compensation, for production staff, related production overhead, rent and depreciation costs. Costs associated with research and development service contracts include labor costs, related overhead costs, rent, depreciation, amortization, and outside consulting and testing fees incurred in direct relation to the specific service contract.contracts.

Selling, general and administrative expense

Selling, general and administrative expense consists of salaries,labor costs, marketing expense, corporate administration expenses, stock-based compensation not allocated to research and development or costs of revenue personnel, and elements of depreciation and amortization, rent and facility expenses that are not directly attributable to direct costs of production or associated with research and development activities.

Research and development expense

Research and development expense include salaries, stock-based compensation,includes labor costs, third-party consulting and testing fees, and elements of depreciation, amortization and rent and related facility expenses directly attributable to research and development activities not associated with revenue generating service projects.

Current Developments

During our fiscal year, we made further inroads in our mission to create biodegradable consumer packaging and other products which address the global plastics waste crisis by:

Impacts RelatedRussia & Ukraine Conflict

With respect to the COVID-19 Pandemicwar in Ukraine, our business and operational environment is impacted by, among other things, demand fluctuations that have impacted one of our key customers as well as responsive governmental actions including sanctions imposed by the U.S. and other governments.

In March 2020,While we do not have operations in either Russia or Ukraine, we experienced a decline in sales due to the World Health Organization declaredconflict, specifically sales of some of our PLA products. We are unsure if this business will return in whole or in part in the outbreak of COVID-19future. We have also experienced supply chain challenges and increased logistics and raw material costs, including but not limited to canola oil, which our PHA production currently uses as a feedstock, that we believe may be a global pandemic and recommended containment and mitigation measures worldwide. In response, government authorities have issued an evolving set of mandates, including requirementsdue in part to shelter-in-place, curtail business operations, restrict travel and avoid physical interaction. These mandates and the continued spread of COVID-19 have disrupted normal business activities in many segments ofnegative impact on the global economy resulting in weakened economic conditions. Government mandates have been lifted by certain public authorities and economic conditions have improved in certain sectors of the economy. Certain regions of the world have experienced increasing numbers of COVID-19 cases, however, and if this continues and if public authorities intensify efforts to contain the spread of COVID-19, normal business activity may be further disrupted and economic conditions could weaken.

Our ability to continue to operate without any significant negative impacts will in part depend on our ability to protect our employees and our supply chain. We have endeavored to follow actions recommended by governments and health authorities to protect our employees, with particular measures in place for those working in our manufacturing and laboratory facilities. We have been able to broadly maintain our operations, and we intend to continue to work with our stakeholders (including customers, employees, suppliers and local communities) to responsibly address this global pandemic. However, uncertainty resulting from the global pandemic could resultongoing war in an unforeseen disruption to our supply chain (for example a closure of a key manufacturing or distribution facility or the inability of a key material or transportation supplier to source and transport materials) that could impact our operations.

Although our revenue has continued to grow during the continuing global pandemic, we believe that some of our customers have deferred decision making and commitments regarding future orders and new contracts. The global pandemic has also resulted in delays in performing trials with new customers and obtaining certification for new products. During this period and especially priorUkraine. Prior to the merger, we have delayed certain capital expenditures in order to conserve financial resources, resulting inRussian invasion, Ukraine was a slower than expected scale upsignificant producer of the Kentucky Facility.canola oil. We have not observed any material impairments of our assets or a significant change in the fair value of assets due to the COVID-19 pandemic.

For additional information on risk factors that could impact our results, please refer to “Risk Factors” located elsewhere in this Report.

Current Developments

On March 29, 2021, we announced thatand do not source canola oil from Ukraine, and we have selected Bainbridge, Georgia asplaced long-term canola oil orders to reduce our exposure to shortages or inflation.

The extent to which the siteconflict may continue to impact Danimer in future periods will depend on future developments, including the severity and duration of our planned greenfield PHA plant.the conflict, its impact on regional and global economic conditions, and the extent of supply chain disruptions. We anticipate this 2 million square foot facility will require a capital investment of approximately $700 millioncontinue to monitor the conflict and employ approximately 400 people when fully operational. This facility has a planned annual production capacity of approximately 250 million poundsassess the related sanctions and we expect it will be operational in mid-to-late 2023.other effects and may take further actions if necessary.

Critical Accounting Policies

Critical accounting policies (As Restated)

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition, stock-based compensation and leases.impairment of long-lived assets. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our Consolidated Financial Statements as of and for the years ended December 31, 2020 and 2019 appearing elsewhere in this Report.Statements.

Revenue Recognition

Revenue recognition

We recognize revenue from product sales and services in accordance with Financial Accounting Standards Board (“FASB”)FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. To assess and determine when and how to recognize revenue, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, once we determine that the contract is within the scope of ASC 606, we assess the goods or services promised within each contract and determine which are performance obligations and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

We derive our revenues primarily from: 1) product sales of developed compostable resins based on polylactic acid (“PLA”), polyhydroxyalkanoates (“PHA”), and other renewable materials;resins; and 2) research and development (R&D)(“R&D”) services related to developing customized formulations of biodegradable resins based on PHA as well as tolling revenues.

We generallyprimarily produce and sell finished products, for whichformulated resin pellets and we typically recognize revenue for these sales upon shipment, which is typically when control of the underlying product is transferred to the customer and all other revenue recognition criteria have been met.shipment. Due to the highly specialized nature of our products, returns are infrequent and therefore we do not estimate amounts for sales returns and allowances.have historically been immaterial. We offer a standard quality assurance warranty related to the fitness of our finished goods. There are no forms of variableVariable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price.price are not material.

R&D service revenues generally involve milestone-based contracts under which we work with a customer to develop a PHA-based specific solutionmaterial designed to the customer’s specifications which may involve a single or multiple performance obligations. When an R&D contract has multiple performance obligations, we allocate the transaction price to the performance obligations utilizing a cost-plus approach to estimate the stand-alone selling price, which contemplates the level of effort to satisfy the performance obligations, and then allocate the transaction price to each of the performance obligations based on the relative percentage of the stand-alone selling price.needs. We recognize revenue for these R&D services over time with progress measured utilizing an input method based onusing personnel costshours incurred to date as a percentage of total estimated personnel costshours for each performance obligation identified within the contract. Upon completion of the R&D services, the customers have an option to enter into long-term supply agreements with us for the product(s) that were developed within the respective contracts. We concluded these customer options were marketing offers, not separate performance obligations, since the options did not provide a material right to any of our customers.

Stock-based Compensation

Stock-based compensation

AwardsWe have granted stock-based awards to employees have been granted with either service-based conditionsvesting requirements based on duration of service only, ora combination of market-based and service-based conditions, that affect vesting. Service-based condition only awards have graded vesting features, usually over three-year periods. Expenseand a combination of performance-based and service-based conditions. We recognize expense associated with service-based only condition awards with graded vesting features is recognized on a straight-line basis over the requisite service period. ExpenseWe recognize expense associated with awards with market-based and service-basedor performance-based vesting conditions is recognized on a straight-line basis over the longest of the explicit, implicit or derived service period term of the award.

Stock-based compensation awards have a contractual life that ranges from less than one year to ten years and are recognized in the Consolidated Financial Statements based on their grant date fair value. The fair value of each stock option award is estimated using an appropriate valuation method. WeGenerally, we use a Black-Scholes option pricing model to value service-based onlystock option awards, and we value for restricted stock (and restricted stock unit) awards at the price of our common stock. We use a Monte Carlo simulation to value market-based and service-based option awards. The resulting value for the employee options is used for financial reporting purposes.

We estimate forfeitures and record compensation expense based on this estimate over the vesting periodsinstead of our equity compensation awards. If actual pre-vesting forfeitures differ from our estimated forfeitures, we record a true-up to ensure that expense is fully recognizedthese methods for awards with a market-based condition. Instruments that have vested.

Leases

We account for leasesmay be settled in accordance with ASC 842, Leases, and we determine if an arrangement is a lease at inception. We record right-of-use assets and lease liabilities on the Consolidated Balance Sheets for operating leases.  The right of use assets and lease liabilities are recognized as the present value of the future lease payments over the lease term at commencement date, adjusted for lease incentives, prepaid or accrued rent and unamortized initial direct costs, as applicable. As most of the leases do not provide a readily determinable rate implicit in the lease, we use our incremental borrowing rate based on the information available at commencement date, such as rates recently offered to us by lenders on proposed borrowings, in determining the present value of future payments. Our incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Our lease terms may include options to extend or terminate the lease, typically at our own discretion. We evaluate the renewal options at commencement and if they are reasonably certain of exercise, we include the renewal period in the lease term.

Lease costs associated with operating leases consist of both fixed and variable components. Expense related to fixed lease payments are recognized on a straight-line basis over the lease term. Variable payments, such as insurance and property taxes,cash are recorded as incurredliabilities and are not included inrevalued each period. All other instruments qualify as equity and are valued only at the initial lease liability.

Private Warrants

We account for outstanding Private Warrants to purchasegrant date. For more information about our common stock for $11.50 per share as derivatives under ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity since these warrants do not meet the criteria for equity classification and must be recorded as liabilities. Therefore we report these warrants at their fair value on our Consolidated Balance Sheet and report the changes in the fair valuemethods of the Private Warrants in nonoperating income (expense) in our Consolidated Statements of Operations. We will continue to adjust the liability for such changes in fair value until the earliest of the exercise, transfer or expiration of the Private Warrants.

While the Black Scholes model has several inputs, the most significant driver of the value of a Private Warrant is the market value per share of our common stock.  The relationship between the increase in our stock price and the increase in the warrant value is not linear, however. With all other inputs valuation, see Note 3 to the model used at December 31, 2020 held constant, we believe a $1.00 increase in our stock price fromConsolidated Financial Statements.

We record the effects of forfeitures as they occur.

Impairment of Long-Lived Assets

Long-lived assets, such as property, plant and equipment and finite-lived intangible assets, are amortized over their respective estimated useful lives and reviewed for impairment if events or circumstances indicate possible impairment.

We may elect to evaluate qualitative factors to determine if it is more likely than not that date would yield an increase of approximately $0.90 in the fair value of a Private Warrant, whereas we believe a $10.00 increase inreporting unit or fair value of our stock price would yield an increase of approximately $9.29 infinite lived intangible assets is less than its carrying value. If the qualitative evaluation indicates that it is more likely than not that the fair value of a Private Warrant.  Since there are 6 million Private Warrants outstanding asreporting unit or indefinite lived intangible asset is less than its carrying amount, a quantitative impairment test is required. Alternatively, we may bypass the qualitative assessment for a reporting unit or indefinite lived intangible asset and directly perform the quantitative assessment.

As of December 31, 2020,2023, we believeperformed a recoverability test over our long-lived assets using estimated undiscounted cash flows over the first $1 increase inweighted average useful lives of our stock price between December 31, 2020assets and March 31, 2021 would increasedetermined that those cash flows were greater than the private warrant liability by approximately $5.4 million and generate a loss on remeasurementcarrying amounts of private warrants of the same amount.our long-lived assets, indicating no impairment.

Recent Accounting Pronouncements

Recent accounting pronouncements

A discussion of recently issued accounting standards applicable to us is included in Note 2 to our Consolidated Financial Statements.

Consolidated Results of Operations for the Years Ended December 31, 20202023 and 2019 (As Restated)2022

Revenue

Revenue

Total revenue for the year ended December 31, 2020 was $47.3 million decreased in 2023 as compared to total revenue of $32.3 million for the year ended December 31, 2019. Revenue from product sales was $40.7 million for the year ended December 31, 2020 compared2022 primarily due to $26.9 million for the same perioda year-over-year 5.4% decrease in 2019. Driving this 51% increase in product revenue wasshipment volume as well as a 35% increase in pounds sold and an approximately 13% increasedecrease in our weighted average selling price. price by 2.0% driven by PLA price fluctuations for the same periods.

The $13.8 million increasedecrease in product revenue was primarily attributable to increasesa decrease in PLA-based product sales of $9.4$6.1 million, andwhich was partially offset by an increase in PHA-related sales of $1.8 million. This increase in PHA-based product sales was the result of $4.4 million.the continued increase of orders filled by our Kentucky Facility. The increasedecrease in PLA-based product sales was primarily the result of increasing customer demand for a specific application of a recently introduced PLA solution for a developing consumer market application. Additionally, some of our customers purchasing PLA-based products decided to increase their inventory levels to protect against potential supply chain disruptions that may arise due to the spread of the COVID-19 virus. PHA-based product revenue increased due to the start-up of Phase I of the Kentucky plant. Services revenue was $6.6 million for the year ended December 31, 2020 compared to $5.5 million for the year ended December 31, 2019. conflict in Ukraine.

The increasedecrease in servicesservice revenue relates primarily to a $0.6$2.3 million increase in tolling services and a $0.5 million increasedecrease in revenue from paid research and development projects.contracts. We have three customers that accounted for 58% of the totalrecognize revenue for these R&D services over time with progress measured based on personnel hours incurred to date as a percentage of total estimated personnel hours for each performance obligation identified within the contract, and we incurred fewer such hours in the current year ended December 31, 2020, which compares with fouras certain projects were completed and these customers are moving to commercialize their investments.

We had three customers that accounted for 65% of the total revenue during the year ended December 31, 2019.2023 and two customers that accounted for 40% of total revenue during 2022.

Cost of revenue and gross profit

Cost of revenue for the year ended December 31, 2020 was $35.9 millionin 2023 increased 16% compared to $21.2 million for the year ended December 31, 2019, an increase of 69%.2022. The increase in cost of revenue is primarily a resultdriven by an increase in fixed costs, including increases due to the completion of the 35% increaseKentucky Facility in the poundsprior year of products sold and shipped during the period. Included in the increase in cost of revenue was a $1.2$8.1 million increase in depreciation expense, and a $1.0$1.8 million increases in rent expense primarily related to completing the installation of certain assets at the Kentucky facilityproperty taxes and commencing production. insurance and $0.5 million in utilities.

We anticipate that our per-unit fixed-cost absorption will improve as rent, depreciation and depreciation willother fixed costs become a smaller portion of our overall cost of revenue as we continue to scale up PHA production in Kentucky. Gross margin percentage decreased to 24.2% for the year ended December 31, 2020 from 34.3% for the year ended December 31, 2019. The decline in our gross profit margin was primarily the result of commencing limited PHA manufacturing activities in 2020output at the Kentucky Facility and the incurrenceincreases. While it is not practicable to predict when particular production volume levels will be achieved or sustained, nor to project our fixed costs with precision as we continue to innovate in our production processes, we expect that this improvement in per-unit cost absorption will continue until we reach full utilization. Beyond that point, incremental improvements in per-unit cost absorption would require implementation of associated incremental ramp-up costs. There were no material PHA manufacturing activities at the Kentucky Facility allocated to cost of revenue until December 2019.additional capacity.

Operating expense

Operating expense for the year ended December 31, 2020 increased by $5.7 million, or 26.4%, compared to the same period in 2019. Selling, general and administrative expense for the year ended December 31, 2020 totaled $19.4 million compared to $16.0 million for the year ended December 31, 2019 while research and development expense totaled $7.9 million for the year ended December 31, 2020 compared to $5.5 million for the year ended December 31, 2019. The increaseyear-over-year improvement in selling, general and administrative expense in 2023 as compared to 2022 was due primarily to an increasereductions in compensationproperty and insurance expense of $4.6$3.0 million, primarily related to a $3.8legal costs of $2.9 million, bonus payable to the CEO upon the completionconsulting fees of the Business Combination, an increase in salaries of $0.8$2.2 million increases in accounting and auditingoffice and recruiting expenses of $0.8 million. Additionally, in 2023, improved accounts receivable collections resulted in a reserve reduction benefit of $1.4 million primarily relatedas opposed to our preparation for the Business Combination, and increasesbad debt expense of $1.9 million in general office expense. These increases were offset by a reduction in stock-based compensation of $1.7 million.2022.

The increasedecrease in research and development expense periodyear over periodyear was primarily attributeddue to increased salariesreductions in consulting services of $1.4$0.9 million, increased third-party consulting feeslegal costs of $0.8 million, and administrative costs of $0.6 million and increased legal services of $0.6 million.

Gain on disposal of assets

The gain on disposal of assets was negligible for the year ended December 31, 2020 and was $0.3 million from the sale of excess machinery and equipment during the year ended December 31, 2019.

Legal settlement

During the year ended December 31, 2019, we recognizedall related to reduced project volume, as well as a liability and recorded an expense of $8.0$0.5 million in connection with the settlement of certain legal proceedings originating in 2015compensation and benefits related to receiving a former executive and apayroll tax refund related advisory contract. Further details regarding the settlement are contained in Note 17 of our Consolidated Financial Statements.

Interest expense

Interest expense for the year ended December 31, 2020 decreased by $1.0 million to $2.4 million as compared to the year ended December 31, 2019 primarily resulting fromEmployee Retention Credit program.

The overall cost decreases in both selling, general and administrative expenses and research and development expenses reflect our efforts to reduce expenditures company-wide.

Impairment of long-lived assets

The impairment of long-lived assets in the capitalization of $3.7 million of interest for thecurrent year ended December 31, 2020 compared to $1.4 million for the year ended December 31, 2019. This was partially offset by an increase in noncash interest expense of $0.9 million in 2020 as compared to 2019. The interest capitalization primarily relates to impairment of an abandoned ERP project, and the purchase, modification and installation of machinery and equipment atprior year impairment relates to the Kentucky Facility.

Gain on loan extinguishment

Duringgoodwill impairment loss recorded due to the years ended December 31, 2020 and 2019, we recognized gains on the extinguishment of New Markets Tax Credit (“NMTC”) loans totaling $5.3 million and $5.5 million, respectively. The gains on extinguishment in each period were the results of simultaneous repurchases of NMTC loans for nominal amounts from community development entities and extinguishmentscontinuation of a leveraged loan receivablesustained decline in October 2020our market capitalization level below our book equity value and in July 2019, as further described in Note 6 of our Consolidated Financial Statements. other macroeconomic factors.

Gain on remeasurement of private warrants

During the year ended December 31, 2020, we recognized aThe gain on our Private Warrants, which we account for as derivative instruments. This gainremeasurement of private warrants represents a declinedecrease in the fair value of each of the 63.9 million outstanding Private Warrants of $0.62private warrants due primarily to a $0.69 declinedecrease in the market price of our common stock between December 29, 2020during the period, as well as increases in interest rates and December 31, 2020,a decrease in the remaining life of the private warrants. The prior year period remeasurement gain was primarily due to the common stock price decrease during the prior year period.

Interest, net

Net interest expense in 2023 increased by $28 million as further described in Note 10compared to 2022. This increase was primarily from the issuance of our Consolidated Financial Statements.Senior Secured Term Loan in March 2023 and a reduction of capitalized interest in the current year due to the completion of Phase II of our Kentucky Facility and the suspension of construction of the Greenfield Facility, which were partially offset by an increase in interest income earned.

Loss on extinguishment of debt

During 2022, we recognized a loss of $1.5 million due to the write-off of unamortized debt issuance costs and other fees associated with the termination of our credit facility with Truist.

Other income, netIncome taxes

Other income, net for the years ended December 31, 2020 and 2019 wasIn 2023, we had tax expense of $0.3 million and $0.6as compared to a $0.8 million respectively. Other income, netbenefit in 2022. The benefit in the prior year related to the release of a portion of our valuation allowance for each period related primarilycertain of our deferred tax assets that we expect to interest income earned on leveraged loans receivable and other miscellaneous income.

Incomerealize as a result of the deferred tax expense

Forliabilities that were recorded in connection with the year ended December 31, 2020, we had no income tax expense/benefit.acquisition of Danimer Catalytic Technologies. Our effective tax raterates differed from the federal statutory rate of 21% due to our substantial valuation allowance against our deferred tax assets in the current year and due to our net loss position and maintaining a full valuation allowance.

Income tax expense was $4.1 million forallowance, other than as noted in connection with the year ended December 31, 2019, at an effective tax rateacquisition of negative 35.6%, due to an increase in our valuation allowance. Our effective tax rate differed from the federal statutory rate of 21% due to our net loss position and concluding during the period that a full valuation allowance was required.

On December 31, 2020, we continued to maintain a full valuation allowance against our net deferred tax assets due to the uncertainty surrounding realization of such assets. There have been no significant changesDanimer Catalytic Technologies in the estimated uncertain tax benefits recorded as of December 31, 2020.prior year.

Net loss

The net loss was $8.9 million for the year ended December 31, 2020 compared to a net loss of $19.5 million for the year ended December 31, 2019. The change from 2019 to 2020 was primarily attributable to the effect of the legal settlement of $8.0 million and income tax provision of $4.1 million recorded in 2019 offset by the increase in operating expenses of $5.7 million and the gain on remeasurement of private warrants of $3.7 million in 2020 as discussed in the sections above.

Liquidity and capital resourcesCapital Resources

Our primary sources of liquidity are operations, equity issuances and debt financings. We had an accumulated deficit of $58.8 million and $49.9 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020,2023, we had $377.6$59.2 million in cash and cash equivalents and working capital of $351.9$92.3 million. As of December 31, 2019,2022, we had $6.3$62.8 million in cash and cash equivalents and a deficit in working capital of $15.0$99.8 million. While we believe we have established an ongoing source ofdeveloped the capabilities to generate revenue that iswill eventually be sufficient to cover our ongoing operating costs, we are currently experiencing a period of significantlow sales volume. We believe we have adequate liquidity to fund our operations for the next twelve months.

We broke ground on our Greenfield Facility construction in November 2021 and started placing orders for long-lead time equipment items. The Greenfield Facility has an engineering cost estimate ranging from $515 million to $665 million, which does not consider the effects of inflation. As of December 31, 2023, we have invested $187.4 million

of capital, expenditures resulting fromexcluding capitalized interest and internal labor, for the ongoing expansion andGreenfield Facility. During 2022, we suspended construction of our manufacturingthe Greenfield Facility and production facilities.completion of the facility is contingent upon receiving additional financing.

20192023 Debt Financings

Senior Secured Term Loan

InOn March 2019,17, 2023, we entered intoclosed a credit agreement$130 million principal amount senior secured term loan (“2019Senior Secured Term Loan”) for a $30 million term loan maturing on October 13, 2023. Principal payments were due in quarterly payments of $375,000 beginning April 1, 2019 with the outstanding principal balance due at maturity. Annual payments of principal were also due if we generate “excess cash flow”, as defined in the agreement. The 2019 Term Loan was secured by all real and personal property of Danimer Scientific Holdings, LLC and its subsidiaries (“DSH”). The 2019 Term Loan provided for financial covenants including a maximum capital expenditures limit, leverage ratio and fixed charge coverage ratio, each of which becomes more restrictive over time.  In July 2020, we modified the 2019 Term Loan such that the applicable margin in the interest rate formula (formerly calculated as the greater of (a) 2.25% or (b) Three-month LIBOR, plus 4.5%) changed from 4.5% to a five-level tiered amount ranging from 4.5% if the consolidated senior leverage ratio, as defined in the 2019 Term Loan, is less than 1.5, to as high as 6.35% if the consolidated senior leverage ratio is greater than 2.25.  When the amendment was executed, the applicable margin was 6.35% and was to remain at 6.35% until the first day of the first full fiscal quarter after the delivery of the annual audited financial statements for the year ending December 31, 2020.  Thereafter, the applicable margin would be adjusted on a quarterly basis. On December 31, 2020, we delivered notice to lender that the 2019 Term Loan would be voluntarily prepaid in the total amount of $27.7 million (the “Prepayment Amount”) including the outstanding principal amount of $27.0 million, a prepayment fee of $0.5 million along with $0.2 million in accrued unpaid interest. The Prepayment Amount was paid on January 27, 2021, terminating the 2019 Term Loan agreement and all security interests held by the lender were released.

In March 2019, we entered into a subordinated second credit agreement (“Subordinated Term Loan”) for $10.0 million in term loans consisting of two loans in the amounts of $5.5 million and $4.5 million. The terms of the two loans are essentially the same. The term loans mature on February 13, 2024 and require monthly interest only payments, with the outstanding principal balance due at maturity. The base interest rate is the “Prime Rate” as quoted by the Wall Street Journal (adjusted each calendar quarter; 3.25% and 4.75% at December 31, 2020 and 2019, respectively) plus 2.75%. We have the option to pay up to two percent (2%) in any interest payable in any fiscal quarter by adding such interest payment to the principal balance of the related note (“PIK Interest”). During the year ended December 31, 2020, we used the PIK Interest option and an additional $0.2 million was included in the principal balance at December 31, 2020. The SubordinatedSenior Secured Term Loan is secured by substantially all realof our assets, other than the assets of Danimer Catalytic Technologies and personal property of DSH and its subsidiaries but is subordinated to all other existing lenders.assets associated with the Greenfield Facility. The SubordinatedSenior Secured Term Loan providesmatures on the earlier of March 17, 2027 or September 15, 2026 if more than $100 million of the existing Convertible Notes remain outstanding on that date. After payment of the lender’s expenses, including the first three years of premiums for financiala collateral protection insurance policy for the benefit of the lender, we received net proceeds of $98.6 million. The Senior Secured Term Loan accrues interest at a stated annual rate of 14.4%, payable monthly. As part of the Senior Secured Term Loan agreement, we are required to hold $12.5 million in an interest-payment reserve account, which we have reported as restricted cash.

The Senior Secured Term Loan contains various customary covenants, includingwhich we do not expect to have a maximummaterial impact on our liquidity or capital expenditures limit, leverage ratio, fixed charge coverage ratio and adjusted EBITDA,resources.

The Senior Secured Term Loan required us to maintain a minimum cash balance of $45 million pending the receipt of certain consents, which were received during the second quarter of which become more restrictive over time. At December 31, 2020, we were in compliance with all financial covenants. 2023.

In connection with the termsSenior Secured Term Loan, we also issued warrants with a five-year maturity to the lender to purchase 1.5 million shares of our common stock at an exercise price of $7.50 per share. We determined the fair value of these warrants as of the Subordinated Term Loan,closing date was $0.5 million using the lender purchased 16,667 shares of Legacy Danimer common stock for $1.0 million. The lender had the option to require us to repurchase the shares at the original issue price at the earlier of 1) repaymentBlack-Scholes model and included this amount in full of the outstanding balance of the loan, 2) March 14, 2025 or 3) a change in control of the Company, as defined. On December 29, 2020, as part of the Business Combination, the lender’s shares in Legacy Danimer were exchanged for our shares based on the exchange ratio established in the Merger Agreement. In March 2021, we modified the Subordinated Term Loan such that the base interest rate is annual LIBOR rate (currently 0.28% as of March 18, 2021) plus 2.00%. The amendment also provided that we are not permitted to voluntarily prepay or repay the Subordinated Term Loan until after July 1, 2022. The amendment also expanded our equity cure rights and further provided that we would not be required to comply with certain financial covenants so long as DSH has qualified cash in an amount not less than $10.0 million. In April and November 2019,additional paid-in capital.

2022 Debt Financings

New Market Tax Credits

During 2022, we entered into financing arrangements under the NMTC programan additional New Market Tax Credit (“NMTC”) agreement with various unrelated third-party financial institutions, (individually and collectively referredwhich then invest in certain investment funds. The gross proceeds from the arrangement were $24.7 million. In conjunction with the financing arrangement, we loaned money to as “Investors”)the investment funds in the amounts of $9.0 million and $12.0 million, respectively. Proceeds of these NMTC notes were primarily used to purchase and install new equipment at our facilities in Bainbridge, Georgia and Winchester, Kentucky. We make interest-only payments on a quarterly basis with interest calculated annually at 1.96% on the $9.0 million note and under the same terms at a rate of 1.06% on the $12.0 million note. As further described in Note 6 to our Consolidated Financial Statements, these arrangements also include a put/call feature which becomes enforceable at the end of the seven-year compliance periods whereby we may be obligated or entitled to repurchase the Investor’s interests in each of the Investment Funds for a nominal amount or fair value. We believe the Investors will exercise their put options at the end of the compliance periods for each of the transactions for nominal amounts, which would result in the extinguishment of these NMTC notes payable and a corresponding gain recognized in our Consolidated Statements of Operations.

2019 Equity Issuances

At various times during 2019, we sold 155,869 shares of Legacy Danimer Common Stock for $8.8 million, net of issuance costs.

2020 Debt Financings

In January 2020, we issued convertible notes in an aggregate principal amount of $2.3 million. The convertible notes bear interest at 8% payable monthly. The proceeds of the convertible notes were used for general corporate purposes. The convertible notes could be converted into shares of Legacy Danimer Common Stock at the option of the holder by dividing the amount of principal$18.0 million, which was recorded as a leveraged loan receivable. These transactions resulted in a net cash inflow of $6.7 million. Each investment fund then contributed the funds from our loan and accrued interest due under the note byinvestor’s investment to a special purpose entity, which then in turn loaned the lesser of (i) $60 per Legacy Danimer sharecontributed funds to a wholly owned subsidiary. We expect these borrowings, and (ii)our related leveraged loans to the price per share at which shares of equity securities were offeredinvestment funds, will be forgiven in the most recent stock offering.2029.

Equity Issuances

In April 2020,On September 7, 2022, we received $1.8 million in funds under the Paycheck Protection Program (the “PPP Loan”). The PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum. The PPP Loan is being used to retain employees, as well as other permitted uses under the terms and conditions of the PPP Loan program.  In connection with the Business Combination, proceeds at closing were depositedentered into an escrow account to fully fund repayment of this loan to the extent any portion is not forgiven. See Note 9 to Consolidated Financial Statements.

In August 2020,equity distribution agreement (“Equity Distribution Agreement”) with Citigroup Global Markets Inc. as manager, under which we issued an additional $0.4 million of convertible notes under terms similar to those discussed above; however, these notes were not issued at a discount. These notes could be converted into shares of Legacy Danimer Common Stock at the option of the holder by dividing the amount of principalmay issue and accrued interest due under the note by the lesser of (i) $63 per Legacy Danimer share and (ii) the price per share at which shares of equity securities were offered in the then most recent stock offering.