Equity

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Equity

Note 10. Equity

Common Stock

The following table summarizes the common stock activity for the three and six months ended June 30, 2024 and 2023, respectively.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Balance, beginning of period		114,240,921		101,938,376		102,832,103		101,804,454
Issuance of common stock		2,367,601		-		13,776,419		133,922
Balance, end of period		116,608,522		101,938,376		116,608,522		101,938,376

Preferred Stock

We are authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of June 30, 2024 and December 31, 2023, no shares of preferred stock were issued or outstanding.

Non-Plan Legacy Danimer Options

Prior to 2017, Legacy Danimer had issued 208,183 stock options that were not a part of either the 2016 Executive Plan or the 2016 Omnibus Plan. These options had a weighted average exercise price of $30 per share. On December 29, 2020, the then-remaining 30,493 of these options were converted to options to purchase 279,255 shares of our common stock with a weighted average exercise price of $3.28 per share. During 2021, 153,763 of these options were exercised. There were 125,492 of these options remaining outstanding at June 30, 2024 and December 31, 2023.

Equity Distribution Agreement

On September 7, 2022, we entered into an equity distribution agreement with Citigroup Global Markets Inc. (“Manager”), under which we may issue and sell shares of our common stock “at the market” from time-to-time with an aggregate offering price of up to $100.0 million (“ATM Offering”). Under the ATM Offering, the Manager may sell small volumes of our common stock at the prevailing market price, during such times and on such terms as we have predesignated. We have no obligation to sell any shares and may at any time suspend offers and sales that are part of the ATM Offering and may terminate the ATM Offering without penalty. On a life-to-date basis, we have issued 590,661 shares at an average price of $2.72 resulting in proceeds of $1.4 million. We incurred life-to-date issuance costs of $1.4 million, which were primarily one-time costs, but which also included less than $0.1 million in commissions to the Manager. On March 20, 2024, we amended the prospectus supplement relating to the ATM Offering to reduce the amount available for

sale pursuant to the agreement from $100.0 million to $50.0 million. As of June 30, 2024, $48.6 million remains available for distribution under the ATM Offering.

Anti-dilutive Instruments

The following table summarizes the instruments excluded from the calculations of diluted shares outstanding because the effect of including them would have been anti-dilutive.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Convertible Notes		22,250,040		22,250,040		22,250,040		22,250,040
Common Warrants		15,000,000		-		15,000,000		-
Employee stock options		9,230,171		11,950,598		9,230,171		11,950,598
Private Warrants		3,914,525		3,914,525		3,914,525		3,914,525
Restricted stock and RSUs		1,849,322		2,295,337		1,849,322		2,295,337
Stock appreciation rights		1,732,854		-		1,732,854		-
Pre-Funded Warrants		1,576,000		-		1,576,000		-
Senior Secured Term Loan Warrants		1,500,000		1,500,000		1,500,000		1,500,000
Performance stock		1,124,978		127,770		1,124,978		127,770
Legacy Danimer options		125,492		125,492		125,492		125,492
Total excluded instruments		58,303,382		42,163,762		58,303,382		42,163,762

Senior Secured Term Loan Warrants

On March 17, 2023, we issued warrants to purchase 1.5 million shares of our common stock for $7.50 per share in connection with the closing of the Senior Secured Term Loan. These warrants were accounted for as an equity arrangement and were included in additional paid-in-capital at June 30, 2024 and 2023.

Pre-Funded Warrants

On March 25, 2024, we completed a registered direct offering for the purchase and sale of an aggregate of 11,250,000 shares of our common stock, as well as pre-funded warrants to purchase up to an aggregate of 3,750,000 shares of our common stock (“Pre-Funded Warrants”) resulting in gross proceeds of approximately $15.0 million less customary closing fees.

The Pre-Funded Warrants have an exercise price of $0.0001 per share and expire on March 26, 2029. The Pre-Funded Warrants were accounted for as an equity arrangement and were included in additional paid-in-capital at June 30, 2024. We also determined that the Pre-Funded Warrants should be included in the determination of basic earnings per share in accordance with ASC 260, Earnings per Share.

During the three months ended June 30, 2024, 2,174,000 pre-funded warrants were exercised resulting in an immaterial cash receipt. There were 1,576,000 pre-funded warrants outstanding as of June 30, 2024 and they were subsequently exercised on July 10, 2024.