Current Report Filing (8-k)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 03, 2021

 

 

DANIMER SCIENTIFIC, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39280	84-1924518
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
140 Industrial Boulevard
Bainbridge, Georgia				39817
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 229 243-7075

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common stock, $0.0001 par value per share		DNMR		The New York Stock Exchange
Warrants to purchase one share of Common Stock		DNMR WS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 12, 2021, the Division of Corporation Finance and the Office of the Chief Accountant of the Securities and Exchange Commission (“Staff”) released a “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (“Staff Statement”).

 

In response to the Staff Statement, the Danimer Scientific, Inc. (“Danimer” or the “Company”) reevaluated the accounting treatment for its warrants. The Company had previously classified its private warrants (“Private Warrants”), which were issued in 2020, as equity. The warrant agreement governing the Private Warrants includes a provision which, when applied, could result in different settlement values for the Private Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s Common Stock, the Private Warrants could not be considered “indexed to the Company’s own stock” under Accounting Standards Codification Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity. While the terms of the Private Warrants have not changed, the Company concluded that the Private Warrants do not meet the conditions to be classified in equity and should instead be classified as liabilities in the consolidated balance sheet due to this settlement provision. Accordingly, the fair value of the Private Warrants should be reflected as a liability and the change in the fair value of such liability in each period should be recognized as a non-cash charge or gain in the consolidated statement of operations.

 

The liability for the Private Warrants to be recorded on the Company’s consolidated balance sheet does not constitute indebtedness of the Company, and this liability will only be extinguished through the exercise, transfer, or expiration of the Private Warrants. The change in fair value of the Private Warrant liability has no impact on the Company’s current or historical reported cash or cash equivalents, revenues, loss from operations, or cash flows from operating, investing or financing activities.

 

On May 3, 2021, the Company’s management and the audit committee of the Company’s board of directors (“Audit Committee”) concluded that the effect of the change in accounting treatment for the Private Warrants on its audited consolidated financial statements for the year ended December 31, 2020 included in its Annual Report on Form 10-K filed on March 30, 2021 was material and that it would be appropriate to restate such financial statements to reflect the impact of such change in accounting treatment.

 

In light of the facts described above, the originally-filed audited consolidated financial statements for the year ended December 31, 2020 should no longer be relied upon. Similarly, the related press release, report of independent registered public accounting firm, stockholder communications, investor presentations and/or other communications describing relevant portions of the Company’s consolidated financial statements for the year ended December 31, 2020 should no longer be relied upon.

 

The Company is working diligently to finalize the valuation and accounting treatment of the Private Warrants and intends to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 in order to provide restated consolidated financial statements and applicable note disclosures and revisions to information provided in Management’s Discussion and Analysis based on the restated consolidated financial information. The Company is also evaluating how the facts described above impact management’s assessment of the effectiveness of internal control over financial reporting and disclosure controls and procedures.

 

The Company’s management and the Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, KPMG LLP.

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Item 7.01. Regulation FD Disclosure.

 

On May 7, 2021, the Company issued a press release related to the matters described in Item 4.02. A copy of the press release is included as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of Danimer, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.						Description
99.1						Press Release, dated May 7, 2021, responding to SEC Staff statement regarding warrants issued by SPACs (furnished only).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

			Danimer Scientific, Inc.
Date:	May 7, 2021	By:	/s/ John A. Dowdy, III
			John A. Dowdy, III Chief Financial Officer

 

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