10-Q

Note 1. Basis of Presentation

Description of Business

Danimer Scientific, Inc., together with its subsidiaries (“Company”, “Danimer”, “we”, “us”, or “our”), is a performance polymer company specializing in bioplastic replacements for traditional petroleum-based plastics. Our common stock is listed on the New York Stock Exchange under the symbol “DNMR”.

The Company (formerly Live Oak Acquisition Corp. (“Live Oak”)), was incorporated in the State of Delaware on May 24, 2019 as a special purpose acquisition company 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 completed its initial public offering in May 2020. On December 29, 2020 (“Closing Date”), Live Oak consummated a business combination (“Business Combination”) with Meredian Holdings Group, Inc. (“MHG” or “Legacy Danimer”), with Legacy Danimer surviving the merger 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 was treated as the accounting acquiree. Effectively, the Business Combination was treated as the equivalent of Legacy Danimer issuing stock for the net assets of Live Oak, accompanied by a recapitalization. In connection with the Business Combination, Live Oak changed its name to Danimer Scientific, Inc. On August 11, 2021, we closed the acquisition of Novomer, Inc. (integrated into our business as “Danimer Catalytic Technologies”).

Financial Statements

The accompanying condensed consolidated financial statements (“financial statements”) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The financial statements consolidate all assets and liabilities of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. We have made certain reclassifications to previously reported amounts to conform to the current presentation. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”).

We do not have any material items of other comprehensive income (loss); accordingly, there is no difference between net loss and comprehensive loss and we have not presented a separate Statement of Comprehensive Income (Loss) that would otherwise be required.

There were no significant changes to our critical accounting estimates or our significant accounting policies as disclosed in our 2023 Form 10-K.

Strategic Reorganization and Other Charges

During the three months ended June 30, 2024, we announced the pending retirement of our Chief Executive Officer. This has resulted in approximately $0.2 million and $0.5 million in expense related to the associated transition and retirement agreement for the three and nine months ended September 30, 2024, respectively. Additionally, we launched a reduction in force and curtailed certain non-core product development activities and recorded $0.3 million and $0.7 million in strategic reorganization and other related charges, primarily related to severance costs for the three and nine months ended September 30, 2024, respectively.

In July 2024, we temporarily suspended our Danimer Catalytic Technologies business, including additional reduction in force, to further capital conservation. There were no asset impairments associated with this suspension, but we do expect to record additional strategic reorganization and other related charges in the quarter ending December 31, 2024 that will reduce the immediate cost savings realized.

Risk, Uncertainties and Going Concern

We have prepared the financial statements on a going concern basis, which assumes that we will continue our operations for the foreseeable future and be able to realize our assets and discharge our liabilities and commitments in the normal course of business. However, we believe that, with our history of negative cash flows and our current lack of financial resources, substantial doubt exists regarding our ability to continue as a going concern for a period of one year after the date of filing of this Quarterly Report on Form 10-Q. The financial statements do not reflect any adjustments that would be necessary if we became unable to continue as a going concern.

Historically, we have funded working capital, capital expenditures, and our day-to-day operations through issuance of equity (see Note 10) and debt financings (see Note 9). We do not have a history of generating cash flow from operations.

Our ability to generate revenues is highly dependent on the successful commercialization of our biopolymer products, which is subject to certain risks and uncertainties. Even if the market for our products expands, we anticipate that it will take time for our PHA sales and production to reach an economic scale sufficient to fund our operations. In the meantime, we incur costs and expenses for the continued development and expansion of our business, including the costs of enhancing manufacturing capacity and ongoing product research and development, as well as significant costs to make interest payments on our debt. As a result, we have experienced significant losses and negative cash flows from operations in recent years and this may continue in the near term.

We are in discussions with, and in certain instances have begun production for, large restaurant chains and consumer goods companies and their converters to expand the use of our PHA-based resins in cutlery, straws, single-use food packaging and films. We believe these customers will order in sufficient volumes in the next year to allow our per-unit cost of production to decrease significantly, resulting in increased cash flow generation.

However, these volumes may not materialize or we may not be able to produce sufficient inventory profitably. In order to preserve cash until these expected sales reach their full potential, we have taken actions to reduce our operating costs across all areas of the business and to more closely monitor our liquidity position. For example, we have reduced discretionary spending, reduced labor costs through employee headcount rationalization, increased senior management focus on collections of accounts receivable, postponed certain capital expenditures, and launched an initiative to reduce on-hand inventory levels. We have also temporarily suspended operations at our Danimer Catalytic Technologies business to further capital conservation. We also expect to take further actions, which could include securing alternative funding sources or restructuring existing debt facilities, to preserve our liquidity as we work towards achieving a sustainable capital structure for our operations, but there can be no assurance that these actions will be successful.

In addition, if substantial doubt continues to exist as of December 31, 2024 and our filing of the Annual Report on Form 10-K contains a Report of Independent Registered Public Accounting Firm that includes disclosure regarding going concern, that would constitute an event of default under our Senior Secured Term Loan, which would cause cross-default of substantially all of our debt. (See Note 9).

Note 2. Inventories, net

Inventories, net consisted of the following:


	September 30,		December 31,
(in thousands)	2024		2023
Raw materials	$	10,719	$	10,867
Work in process		1,187		546
Finished goods and related items		14,137		13,857
Total inventories, net	$	26,043	$	25,270

At September 30, 2024 and December 31, 2023, finished goods and related items included $9.9 million and $7.6 million, respectively, of finished neat PHA. Inventory at September 30, 2024 and at December 31, 2023 is stated net of slow moving inventory reserves of $1.5 million and $0.9 million, respectively.

Note 3. Property, Plant and Equipment, net

Property, plant and equipment, net, consisted of the following:


		September 30,			December 31,
(in thousands)	Estimated Useful Life (Years)	2024			2023
Land and improvements	20	$	95		$	92
Leasehold improvements	Shorter of useful life or lease term		110,543			110,531
Buildings	20-40		2,191			2,191
Machinery and equipment	3-20		190,359			190,111
Motor vehicles	7-10		903			903
Furniture and fixtures	3-10		474			474
Office equipment	3-10		7,447			7,415
Construction in progress	N/A		206,624			202,998
			518,636			514,715
Accumulated depreciation and amortization			(88,405	)		(69,562	)
Property, plant and equipment, net		$	430,231		$	445,153

We reported depreciation and amortization expense (which included amortization of intangible assets) as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cost of revenue	$	5,049	$	5,086	$	15,301	$	15,233
Research and development		1,958		1,865		5,962		5,903
Selling, general and administrative		369		302		1,082		869
Total depreciation and amortization expense	$	7,376	$	7,253	$	22,345	$	22,005

Construction in progress consists primarily of the early phases of construction of our PHA plant in Bainbridge, Georgia (“Greenfield Facility”) as noted in the table below. We do not have expected in-service dates for our Greenfield Facility, since we have paused major construction. We will need to obtain additional financing to complete our Greenfield Facility. In 2022, the engineering cost estimate ranged from $515 million to $665 million, which does not consider any effect of subsequent inflation, and if we do not obtain financing, our investment could be impaired.


(in thousands)	September 30, 2024		December 31, 2023
Georgia	$	201,951	$	199,342
Kentucky		2,842		1,696
New York		1,831		1,960
	$	206,624	$	202,998

Property, plant and equipment includes gross capitalized interest of $15.0 million as of both September 30, 2024 and December 31, 2023. For the three and nine months ended September 30, 2024 and 2023, capitalized interest costs were immaterial.

Note 4. Intangible Assets

Our recognized intangible assets consist of patents and the unpatented technological know-how of Danimer Catalytic Technologies. Our legacy patents were initially recorded at cost. The values of Danimer Catalytic Technologies’ patents and unpatented know-how are inseparable and represent their acquisition-date fair value, less subsequent amortization.

We capitalize patent defense and application costs and amortize these costs on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. Our intangible portfolio has an estimated weighted average useful life of 16.8 years.

Intangible assets, net, consisted of the following:


	September 30,			December 31,
(in thousands)	2024			2023
Intangible assets, gross	$	97,020		$	95,765
Less capitalized patent costs not yet subject to amortization		(3,741	)		(2,838	)
Intangible assets subject to amortization, gross		93,279			92,927
Accumulated amortization		(21,258	)		(17,975	)
Intangible assets subject to amortization, net		72,021			74,952
Total intangible assets, net	$	75,762		$	77,790

Amortization expense was $1.1 million and $1.2 million for the three months ended September 30, 2024 and 2023, respectively, and $3.3 million and $3.5 million for the nine months ended September 30, 2024 and 2023, respectively. This expense was included in research and development costs.

Note 5. Accrued Liabilities

The components of accrued liabilities were as follows:


	September 30,		December 31,
(in thousands)	2024		2023
Accrued interest	$	2,480	$	440
Compensation and related expenses		1,111		1,692
Accrued taxes		1,076		552
Accrued utilities		346		350
Construction in progress accruals		183		191
Accrued legal, consulting and professional fees		456		839
Accrued rebates		24		233
Purchase accrual		-		8
Other		455		421
Total accrued liabilities	$	6,131	$	4,726

Note 6. Income Taxes

We reported immaterial income tax expense for the three and nine months ended September 30, 2024, which resulted in an effective income tax rate of zero percent. We reported an income tax expense for the three and nine months ended September 30, 2023 of $0.5 million and $0.3 million, respectively, which resulted in effective income tax rates of -1.18% and -0.27%, respectively. Our effective tax rates differed from the federal statutory rate of 21% due to our valuation allowances against substantially all of our net deferred income tax assets.

In assessing the realizability of deferred income tax assets, we consider whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods at which time those temporary differences become deductible.

In making valuation allowance determinations, we consider all available evidence, positive and negative, affecting specific deferred income tax assets, including the scheduled reversal of deferred income tax liabilities, projected future taxable income, the length of carry-back and carry-forward periods, and tax planning strategies in making this assessment. At September 30, 2024, we maintained a full valuation allowance against our net deferred income tax assets due to the uncertainty surrounding realization of such assets.

Note 7. Leases

The following table sets forth the allocation of our operating lease costs.


	Three Months Ended September 30,					Nine Months Ended September 30,
(in thousands)	2024		2023			2024		2023
Cost of revenue	$	755	$	673		$	2,263	$	1,927
Research and development		246		457			741		668
Selling, general and administrative		28		(179	)		89		101
Total operating lease cost	$	1,029	$	951		$	3,093	$	2,696

Note 8. Warrant Liability

Private Warrants

At September 30, 2024 and December 31, 2023, there were 3,914,525 outstanding warrants to purchase shares of our common stock at an exercise price of $11.50 per share, subject to adjustments, which were privately placed prior to the Business Combination (“Private Warrants”). The Private Warrants have been exercisable since May 7, 2021. On December 28, 2025, any then-outstanding Private Warrants will expire.

The Private Warrants meet the definition of derivative instruments and are reported as liabilities at their fair values at each period end, with changes in the fair value of the Private Warrants recorded as a non-cash loss or gain. A rollforward of the Private Warrants liability is below.


(in thousands)
Balance at December 31, 2023	$	(5	)
Loss on remeasurement of Private Warrants		(201	)
Balance at March 31, 2024		(206	)
Gain on remeasurement of Private Warrants		192
Balance at June 30, 2024		(14	)
Gain on remeasurement of Private Warrants		9
Balance at September 30, 2024	$	(5	)

Common Warrants

On March 25, 2024, we closed a registered direct offering of our common stock that included accompanying warrants to purchase up to an aggregate of 15,000,000 shares of Common Stock (“Common Warrants”).

The Common Warrants have an exercise price of $1.33 per share, are exercisable beginning on September 25, 2024, and expire on September 25, 2029. The Common Warrants meet the definition of derivative instruments and are reported as liabilities at their fair values at each period end, with changes in the fair value of the Common Warrants recorded as a non-cash loss or gain. A rollforward of the Common Warrants liability is below.


(in thousands)
Balance at March 25, 2024	$	(9,750	)
Gain on remeasurement of Common Warrants		300
Balance at March 31, 2024		(9,450	)
Gain on remeasurement of Common Warrants		5,550
Balance at June 30, 2024		(3,900	)
Gain on remeasurement of Common Warrants		1,200
Balance at September 30, 2024	$	(2,700	)

Dividend Warrants

On July 12, 2024, we distributed 46,756,215 warrants to purchase shares of common stock (“Dividend Warrants”) to stockholders, holders of Pre-Funded Warrants and holders of Convertible Notes, in each case as of the record date of May 13, 2024. Each Dividend Warrant entitles the holder to purchase one share of our common stock plus, if applicable, a bonus share fraction of one-half of one share of our common stock, at an initial exercise price of $5.00 per Dividend Warrant. Any remaining unexercised Dividend Warrants expire on July 15, 2025.

In addition to Dividend Warrants being exercisable for cash, beginning on July 26, 2024, and subject to the terms and conditions of the warrant agreement, holders of Dividend Warrants can also exercise their Dividend Warrants with Convertible Notes at face value, meaning that one Convertible Note having a principal amount of $1,000 may be surrendered as consideration to exercise 200 Dividend Warrants. We plan to retire any Convertible Notes surrendered to pay the exercise price for Dividend Warrants. As of September 30, 2024, we had retired $8.1 million of our 3.25% Convertible Notes, resulting in a $6.8 million gain on early extinguishment of debt. At September 30, 2024, 45,128,594 Dividend Warrants remain outstanding.

The Dividend Warrants meet the definition of derivative instruments and are reported as liabilities at their fair values at each period end, with changes in the fair value of the Dividend Warrants recorded as a non-cash loss or gain. A rollforward of the Dividend Warrants liability is below.


(in thousands)
Balance at July 12, 2024	$	(2,338	)
Fair value of Dividend Warrants exercised		143
Loss on remeasurement of Dividend Warrants		(1,415	)
Balance at September 30, 2024	$	(3,610	)

Note 9. Debt

The components of debt were as follows:


	September 30,			December 31,
(in thousands)	2024			2023
3.25% Convertible Senior Notes	$	231,867		$	240,000
Senior Secured Term Loan		130,000			130,000
New Market Tax Credit Transactions		45,700			45,700
Revolving Credit Agreement		4,780			-
Insurance Premium Finance Notes		969			1,243
Vehicle and Equipment Notes		238			327
Mortgage Notes		183			192
Total	$	413,737		$	417,462
Less: Total unamortized debt issuance costs		(25,842	)		(34,658	)
Less: Current maturities of long-term debt		(6,021	)		(1,368	)
Total long-term debt	$	381,874		$	381,436

3.25% Convertible Senior Notes

On December 21, 2021, we issued $240 million principal amount of our 3.25% Convertible Senior Notes due 2026 (“Convertible Notes”), subject to an indenture (“Indenture”).

The Convertible Notes are our senior, unsecured obligations and accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. We will settle conversions by paying or delivering, as applicable, cash, shares of common stock or a combination of cash and shares, at our election. The initial conversion rate, which is subject to change, is approximately $10.79 per share of common stock. If certain liquidity conditions are met, we may redeem the Convertible Notes between December 19, 2024 and October 20, 2026. The Convertible Notes mature on December 15, 2026.

The Indenture requires us to offer to repurchase the Convertible Notes upon the occurrence of certain “Fundamental Change” events, including specified change of control transactions and any delisting of our Common Stock. In addition, upon the occurrence of certain events, including the acceleration of the Senior Secured Term Loan, the holders of 25% of the Convertible Notes may accelerate the principal balance of the Convertible Notes. If such acceleration occurs, it would cause an event of default under the Senior Secured Term Loan and the Revolving Credit Agreement, which could result in the principal and interest on our Senior Secured Term Loan and Revolving Credit Agreement becoming immediately due and payable.

On July 12, 2024, we completed the distribution of Dividend Warrants as described in Note 8. In addition to Dividend Warrants being exercisable for cash, beginning on July 26, 2024 and subject to the terms and conditions of the warrant agreement governing the Dividend Warrants, holders of Dividend Warrants could also exercise their Dividend Warrants with Convertible Notes at face value, meaning that one Convertible Note having a principal amount of $1,000 may be surrendered as consideration to exercise 200 Dividend Warrants. Convertible Notes surrendered to pay the exercise price for Dividend Warrants will be retired. As of September 30, 2024, we have retired $8.1 million of previously outstanding convertible notes resulting in a gain on extinguishment of $6.8 million.

Capped Calls

Also in December 2021, in connection with the Convertible Notes, we purchased call options (“Capped Calls”) from certain well-capitalized financial institutions for $35 million. The Capped Calls permit us to require the counterparties to deliver to us shares of our common stock, subject to a capped number of shares. We may also net-settle the Capped Calls and receive cash instead of shares. We have not exercised any of the Capped Calls at September 30, 2024, and the Capped Calls expire on April 12, 2027.

Senior Secured Term Loan

On March 17, 2023, we closed a $130 million principal amount senior secured term loan (“Senior Secured Term Loan”). The Senior Secured Term Loan is secured by substantially all of our assets, other than the assets of Danimer Catalytic Technologies and assets associated with the Greenfield Facility. The Senior Secured Term Loan matures 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 a 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.

Upon the occurrence of certain events, including a Fundamental Change, the acceleration of the Convertible Notes, Revolving Credit Agreement or certain other debt or outstanding obligations, or our filing of an Annual Report on Form 10-K containing a Report of Independent Registered Public Accounting Firm that includes disclosure regarding going concern, the principal balance under the Senior Secured Term Loan may accelerate and become due immediately. If such acceleration were to occur, that would cause a cross-default of substantially all of our other debt.

In connection with the Senior 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 closing date was $0.5 million using the Black-Scholes model and included this amount in additional paid-in capital.

New Markets Tax Credit Transactions

We entered into financing arrangements under the New Markets Tax Credit (“NMTC”) program with various unrelated third-party financial institutions (individually and collectively referred to as “Investors”), which then invest in certain “Investment Funds”.

In each of the financing arrangements, we loaned money to the Investment Funds. These loans of $31.4 million are recorded as leveraged loan receivables at September 30, 2024 and December 31, 2023, respectively. Each Investment Fund then contributed the funds from our loan and the Investor’s investment to a special purpose entity, which then in turn loaned the contributed funds to a wholly owned subsidiary of the Company.

We believe these borrowings, and our related loans to the Investment Funds, will be forgiven in 2026 and 2029.

Revolving Credit Agreement

On April 19, 2024, we entered into an asset-based lending agreement (“Revolving Credit Agreement”). The Revolving Credit Agreement provides for borrowings under a revolving commitment of $20.0 million. Subject to the terms and conditions of the Revolving Credit Agreement, we may request an increase in the Revolving Commitment by an amount between $2.5 million and $5.0 million. The amount of the Revolving Commitment available for borrowing at any given time is $18.5 million, subject to a borrowing base formula that is based upon our accounts receivable and inventory, as more fully described in the Revolving Credit Agreement. We are required to borrow a minimum of 50% of the calculated weekly borrowing base formula at all times. At September 30, 2024, the remaining availability under the Revolving Credit Agreement is $4.8 million.

Amounts borrowed under the Revolving Credit Agreement accrue interest at an annual rate equal to the Secured Overnight Financing Rate plus 7%, and any unused Revolving Commitment accrues an unused facility fee at an annual rate of 0.5%, each payable monthly. As of September 30, 2024, the interest rate in effect on the Revolving Credit Agreement was 12.2%. The Revolving Credit Agreement matures on April 19, 2027; however, certain provisions exist that can accelerate the maturity date. The Revolving Credit Agreement also contains other customary representations, warranties, and affirmative and negative covenants. Upon the occurrence of certain events, including a Fundamental Change, the acceleration of the Convertible Notes and the Senior Secured Term Loan or certain of our other debt and any other outstanding obligations, the principal balance of the Revolving Credit Agreement may accelerate and become due immediately.

The Revolving Credit Agreement is secured by a lien on all of our accounts receivable and inventory and the proceeds thereof and certain other assets as set forth in the Revolving Credit Agreement.

Insurance Premium Finance Notes

In December 2023 and June 2024, we entered into financing agreements related to the premiums of certain insurance policies. Each of these notes have a one-year term and bear interest at 8.24% and 8.49%, respectively.

Vehicle and Equipment Notes

We have eleven vehicle and equipment notes outstanding at September 30, 2024, primarily relating to motor vehicles and warehouse equipment. We make monthly payments on these notes at interest rates ranging from 3.75% to 6.99%.

Mortgage Notes

We have a mortgage note secured by a residential property. This note bears interest at 5.25% with a maturity date in May 2025.

Note 10. Equity

Common Stock

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Balance, beginning of period		116,608,522		101,938,376		102,832,103		101,804,454
Issuance of common stock		4,163,118		96,891		17,939,537		230,813
Balance, end of period		120,771,640		102,035,267		120,771,640		102,035,267

On July 9, 2024, at the Annual Meeting of Stockholders, our stockholders approved an amendment and restatement of our certificate of incorporation to increase the number of authorized shares of our common stock from 200,000,000 shares to 600,000,000 shares, which remains unchanged after the reverse stock split. Please see Note 15 - Subsequent Events for further detail regarding the reverse stock split.

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. At September 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 September 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. At September 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Dividend Warrants		45,128,594		-		45,128,594		-
Convertible Notes		21,496,042		22,250,040		21,496,042		22,250,040
Common Warrants		15,000,000		-		15,000,000		-
Employee stock options		9,219,006		11,900,448		9,219,006		11,900,448
Private Warrants		3,914,525		3,914,525		3,914,525		3,914,525
Restricted stock and RSUs		2,655,281		2,295,337		2,655,281		2,295,337
Stock appreciation rights		1,732,854		-		1,732,854		-
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		101,896,772		42,113,612		101,896,772		42,113,612

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 September 30, 2024 and 2023. These warrants expire on March 17, 2028.

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 September 30, 2024. The Pre-Funded Warrants are included in the determination of basic earnings per share.

At September 30, 2024, all Pre-Funded Warrants had been exercised, resulting in an immaterial cash receipt.

Note 11. Revenue

We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment; however, we believe presenting revenue split between our primary revenue streams of products and services best depicts how the nature, amount, timing and certainty of our net sales and cash flows are affected by economic factors.

We generally produce and sell finished products, for which we recognize revenue upon shipment. We provide for expected returns based on historical experience and future outlook. Variable consideration such as discounts, rebates, or volume discounts that we estimate to reduce our transaction price are not material.

We defer certain contract fulfillment costs and amortize these costs to cost of revenue on a per-pound basis as we sell the related product or when the related contracts expire. During the three and nine months ended September 30, 2024 and 2023, amortization of these contract fulfillment costs was immaterial. At each of September 30, 2024 and December 31, 2023, we had gross contract fulfillment costs of $1.3 million and net contract fulfillment costs of $1.1 million, which were included in other assets.

Our research and development (“R&D”) services contract customers generally pay us at the commencement of the agreement and then at additional intervals as outlined in each contract. We recognize contract liabilities for such payments and then recognize revenue as we satisfy the related performance obligations. To the extent collectible revenue recognized under this method exceeds the consideration received, we recognize contract assets for such unbilled consideration.

R&D contract assets, net were $4.5 million and $3.7 million at September 30, 2024 and December 31, 2023, respectively. The long-term portion of these assets were $0.1 million and $0.7 million at September 30, 2024 and December 31, 2023, respectively, and are included in other assets. Revenue recognized that was included in contract liabilities at the beginning of the period was not material for any period presented.

Disaggregated Revenues

Revenue by geographic area is based on the location of the customer. The following table summarizes revenue information by major geographic area.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Domestic	$	7,995	$	10,771	$	25,136	$	33,565
Foreign		635		177		1,346		2,174
Total revenues	$	8,630	$	10,948	$	26,482	$	35,739

Note 12. Stock-Based Compensation

We grant various forms of stock-based compensation, including restricted stock, restricted stock units, stock options, stock appreciation rights, and performance-based restricted stock units under our Danimer Scientific, Inc. 2020 Long-Term Equity Incentive Plan (“2020 Incentive Plan”) and employee stock purchase plan instruments under our 2020 Employee Stock Purchase Plan (“2020 ESPP Plan”).

We also have outstanding employee and director stock options that were issued prior to the Business Combination under legacy stock plans.

The 2020 Incentive Plan provides for the grant of stock options, stock appreciation rights, and full value awards. Full value awards include restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units.

On September 30, 2024 and December 31, 2023, 8,005,154 shares and 4,823,519 shares, respectively, of our common stock remained authorized for issuance with respect to awards under the 2020 Incentive Plan.

The 2020 ESPP Plan provides for the sale of our common stock to our employees through payroll withholding at a discount of 15% from the lower of the closing price of our common stock on the first or last day of each biannual offering period. Up to 2,571,737 shares of our common stock were authorized to be issued under this plan, and we issued 250,549 shares during the nine months ended September 30, 2024 resulting in 515,767 shares issued since the inception of the plan.

These share pool limits are subject to adjustment in the event of a stock split, stock dividend or other changes in our capitalization.

The following table sets forth the allocation of our stock-based compensation expense.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2024		2023		2024		2023
Cost of revenue	$	3	$	2	$	10	$	6
Selling, general and administrative		647		12,493		1,529		37,643
Research and development		94		1,829		370		5,284
Total stock-based compensation	$	744	$	14,324	$	1,909	$	42,933

Service-based Restricted Stock and RSUs

The following table summarizes our service-based restricted stock and RSU activity under our equity plan.


	Number of Shares			Weighted Average Grant-Date Fair Value
Balance, December 31, 2023		271,550		$	4.40
Granted		315,876		$	1.49
Vested		(34,364	)	$	5.86
Balance, March 31, 2024		553,062		$	1.82
Granted		8,242		$	0.78
Vested		(202,822	)	$	0.77
Forfeited		(27,000	)
Balance, June 30, 2024		331,482		$	1.19
Granted		886,959		$	0.58
Vested		(54,000	)	$	0.56
Forfeited		(27,000	)
Balance, September 30, 2024		1,137,441		$	0.76

We recognize the compensation expense for these shares on a straight-line basis from the grant date through the relevant vesting dates, which range from one to three years. We recognized $0.2 million and $4.7 million of expense related to these awards during the three months ended September 30, 2024 and 2023, respectively. We recognized $0.6 million and $9.2 million of expense related to these awards during the nine months ended September 30, 2024 and 2023, respectively.

Market-based Restricted Stock

During 2021, we granted 1,517,840 shares of restricted stock for which the restrictions lapse on successive thirds of the award on the first date the volume-weighted average price per share of our common stock equals or exceeds $24.20 for any 20 trading dates within 30-day trading periods beginning on December 29, 2021, 2022, and 2023, respectively. These awards were fully amortized at December 31, 2023. We recognized $4.6 million and $13.9 million of related expense during the three and nine months ended September 30, 2023. During 2023, we instituted a cash settlement feature for certain of these awards if the 2020 Incentive Plan does not have enough shares remaining to fulfill these awards at the time of vesting. As such, 754,818 of the 1,517,840 shares of market-based restricted stock are accounted for as liabilities that are marked to market each period. We maintained a liability of $0.3 million as a result of this feature as of September 30, 2024 and December 31, 2023. All of these shares remained outstanding at September 30, 2024.

Performance-based Restricted Stock Units

During 2021, we initiated a Performance-based RSU program. Under this program, each participant is awarded a number of units (“PRSU”s) that may vest based on our performance against one or more specified metrics, with 50% to 100% of these PRSUs vesting proportionally with achieved threshold and target attainment levels. We previously had certain PRSUs that contained a cash settlement feature and we accounted for these PRSUs as liabilities that are marked to market using the price of our common stock at the end of each reporting period with a life-to-date expense adjustment. These 824,698 outstanding cash-settleable PRSUs were forfeited during the nine months ending September 30, 2024 in association with the transition and retirement agreement of the Chief Executive Officer. As such, we relieved the previously-maintained $0.1 million long-term liability associated with these awards.

For the three months ended September 30, 2024 and 2023, respectively, we recognized related compensation expense of $0.1 million and $0.3 million. For the nine months ended September 30, 2024 and 2023, respectively, we recognized related compensation expense of $0.2 million and less than $0.1 million. These expenses are included in selling, general and administrative expenses. We recognize expense on a straight-line basis between the dates of grant and the vesting dates, which we anticipate will be in March 2025, February 2026 and April 2027, for awards granted in 2022, 2023 and 2024, respectively. Our performance did not meet the required conditions for vesting for the PRSUs that were scheduled to vest in February 2024 and accordingly they expired unvested during the nine months ended September 30, 2024. We are currently assuming 100% attainment of our 2026 and 2025 metrics and 0% attainment of our 2024 metrics. All of the PRSUs granted in 2022, 2023 and 2024 remained outstanding at September 30, 2024.

The following table summarizes pertinent facts related to PRSU grants, with threshold and target dollar and production capacity figures given in millions.


Grant Date	Grant-Date Fair Value		# Share-Settleable PRSUs		Metric	Threshold		Target
4/3/2024	$	1.06		498,604	2026 PHA Revenue	$	135.0	$	157.0
4/3/2024	$	1.06		498,604	2026 Adjusted EBITDA	$	17.2	$	22.3
2/28/2023	$	2.58		38,759	2025 PHA Revenue	$	177.0	$	202.0
2/28/2023	$	2.58		38,760	2025 Adjusted EBITDA	$	36.0	$	44.0
3/31/2022	$	5.86		15,075	2024 PHA Revenue	$	151.0	$	189.0
3/31/2022	$	5.86		15,075	2024 Adjusted EBITDA	$	9.2	$	13.8
3/31/2022	$	5.86		20,101	2024 Neat PHA capacity (lbs.)		68.0		81.0
				1,124,978

Stock Appreciation Rights

On April 3, 2024, we awarded 1,732,854 stock appreciation rights (“SARs”). The weighted average grant price of these awards was $1.06 and the weighted average grant date fair value of these awards was $0.61. These SARs vest ratably on April 3, 2025, April 3, 2026 and April 3, 2027. We recognized $0.2 million in expense for these awards during the nine months ended September 30, 2024.

Stock Options

The following table summarizes share-settled stock option activity under our equity plans.


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance, December 31, 2023		9,257,704		$	11.27		5.38	$	-
Forfeited		(4,334	)
Balance, March 31, 2024		9,253,370		$	11.27		5.13	$	-
Forfeited		(23,199	)
Balance, June 30, 2024		9,230,171		$	11.28		4.87	$	-
Forfeited		(11,165	)
Balance, September 30, 2024		9,219,006		$	11.28		4.62	$	-
Exercisable		8,249,347		$	12.16		4.31	$	-
Vested and expected to vest		9,219,006		$	11.28		4.62	$	-

The aggregate intrinsic values are calculated as the difference between the exercise price of the indicated stock options and the fair value of our common stock on September 30, 2024.

There were no stock options granted during the three or nine months ended September 30, 2024.

We granted 204,254 share-settled options with a weighted average grant date fair value of $1.17 during the three months ended March 31, 2023.

We also granted 1,050,000 stock options with a weighted average grant date fair value of $1.17 that contained a cash-settlement feature if adequate shares were not available to settle the award by the vesting dates. For the three and nine months ended September 30, 2024, we recognized expense of $0.2 million and $0.3 million, respectively for all outstanding cash-settleable stock options. For the nine months ended September 30, 2023, we recognized expense of $0.4 million for all cash-settleable stock options. We maintained long-term liabilities of $1.0 million and $0.1 million at September 30, 2024 and December 31, 2023, respectively, related to our outstanding cash-settleable stock options.

Note 13. Fair Value Considerations

GAAP defines “fair value” as the price we would receive to sell an asset or pay to transfer a liability in a timely transaction with an independent buyer. GAAP also sets forth a framework for measuring fair value utilizing a three-tier hierarchy based on the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities;

Level 2 - Observable inputs other than quoted prices in active markets, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and

Level 3 - Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Level 1

The carrying amounts of our cash and cash equivalents and restricted cash were measured using quoted market prices in active markets and represent Level 1 investments. Our other financial instruments such as accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. The September 30, 2024 fair value of our Convertible Notes, based on trades made around that date, was approximately $35.7 million.

We set the values of our restricted stock unit and restricted stock awards without market-based vesting provisions on their respective grant dates at the closing price of a share of our common stock on each grant date.

We re-value our restricted stock unit awards that include a cash settlement feature each month at the closing price of a share of our common stock on the last trading day of the month, or $0.45 at September 30, 2024.

We re-value our dividend warrant liability at the end of each reporting period using the closing price of a share our of Dividend Warrants on the last trading day of the period, or $0.08 at September 30, 2024.

Level 2

We valued our restricted stock awards that contain a market-based vesting provision on the grant date using a Monte Carlo simulation, which takes into account a large number of potential stock price scenarios over time and incorporates varied assumptions about volatility and exercise behavior for those various scenarios. These assumptions are based on market data but cannot be directly observed.

We estimated the fair value of our Senior Secured Term Loan based on an analysis of market activity since loan inception at September 30, 2024 and determined it was approximately $54.9 million.

Level 3

We value our stock options, ESPP instruments, Private Warrants and Common Warrants using the Black-Scholes option pricing model on the respective grant dates. We re-value the Private Warrants, Common Warrants and any stock options with a cash-settlement feature at the end of each period. Since our stock price history as a publicly traded company is shorter in duration than the expected lives of our options (other than ESPP instruments), we use the historical volatility of a group of peer companies in combination with our own historical volatility to assess expected volatility. We have not paid and do not currently anticipate paying a cash dividend on our common stock, so we have set the expected annual dividend yield to zero for all calculations. We used risk-free rates equal to the U.S. Treasury yield curves in effect as of each valuation date for durations equal to the expected lives of each instrument. We use the simplified method under Staff Accounting Bulletin Topic 14, defined as the mid-point between the vesting period and the contractual term for each option, to determine the expected lives of stock-settled stock options and we use the remaining contractual lives of ESPP instruments, Private Warrants, Common Warrants, and stock options with a cash-settlement feature as their expected lives.

The following table sets forth the associated ranges of values we used for period remeasurement and the calculated fair values from our Black-Scholes calculations for stock options, other than ESPP.


	September 30,		Three Months Ended September 30,
	2024		2024		2023
Share prices of our common stock	$	0.45	$	0.45	$	2.07
Expected volatilities	110.28%		104.90% - 117.83%		51.76% - 55.88%
Risk-free rates of return	3.53%		3.52% - 3.55%		4.50% - 4.61%
Expected option terms (years)	3.58		2.81 - 4.41		3.82 - 5.42%
Calculated option values	$	0.13	$0.02 - $0.26		$0.04 - $0.95

The following table sets forth the fair values we calculated and the inputs used in our Black-Scholes model for SARs.


	April 3,
	2024
Fair value at grant date	$	0.61
Number of units	1,732,854
Variables used in determining fair value:
Volatility		57.80	%
Risk-free rate		4.26	%
Expected term (in years)		6.00

The following table sets forth the fair values we calculated and the inputs we used in our Black-Scholes models for Private Warrants.


	September 30,			December 31,
	2024			2023
Share price of our common stock	$	0.45		$	1.02
Expected volatility		100.00	%		56.66	%
Risk-free rate of return		3.86	%		4.31	%
Expected warrant term (years)		1.24			2.00
Fair value determined per warrant	$	0.00		$	0.00

The following table sets forth the fair values we calculated and the inputs we used in our Black-Scholes models for Common Warrants.


	September 30,			March 25,
	2024			2024
Share price of our common stock	$	0.45		$	1.08
Expected volatility		74.70	%		72.80	%
Risk-free rate of return		3.52	%		4.15	%
Expected warrant term (years)		4.99			5.50
Fair value determined per warrant	$	0.18		$	0.65

The following table sets forth the fair values we calculated using a weighted average valuation approach for the initial valuation of our Dividend Warrants. As of September 30, 2024, we have designated these instruments as Level 1 instruments and will remeasure accordingly with the traded share price of the Dividend Warrants at each subsequent period end date.


	July 12
	2024
Fair value at grant date	$	0.05
Number of units		46,756,215
Variables used in determining fair value:
Volatility		99.05	%
Risk-free rate		4.29	%
Expected term (in years)		1.00

Note 14. Commitments and Contingencies

Commitments

In connection with our 2007 acquisition of certain intellectual property, we agreed to pay royalties to Procter & Gamble upon production and sale of PHA. The royalty was $0.05 per pound for the first 500 million pounds of PHA sold and decreased to $0.025 per pound for cumulative sales in excess of that amount until the underlying patents expire. On March 17, 2023, we terminated this royalty agreement. We retained all intellectual property associated with the agreement. We forfeited all prepaid royalties as part of this termination and recorded a loss on forfeiture of $0.5 million for the three months ended March 31, 2023.

Litigation Matters

On May 14, 2021, a class action complaint was filed by Darryl Keith Rosencrants in the United States District Court for the Eastern District of New York, on May 18, 2021, a class action complaint was filed by Carlos Caballeros in the United States District Court for the Middle District of Georgia, on May 18, 2021, a class action complaint was filed by Dennis H. Wilkins also in the United States District Court for the Middle District of Georgia, and on May 19, 2021, a class action complaint was filed by Elizabeth and John Skistimas in the United States District Court for the Eastern District of New York. Each plaintiff or plaintiffs brought the action individually and on behalf of all others similarly situated against the Company.

The alleged class varies in each case but covers all persons and entities other than Defendants who purchased or otherwise acquired our securities between October 5, 2020 and May 4, 2021 (“Class Period”). Plaintiffs are seeking to recover damages caused by Defendants’ alleged violations of the federal securities laws and are pursuing remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Rule 10b-5 promulgated thereunder. The complaints are substantially similar and are each premised upon various allegations that throughout the Class Period, Defendants made materially false and misleading statements regarding, among other things, our business, operations and compliance policies.

Plaintiffs seek the following remedies: (i) determining that the lawsuits may be maintained as class actions under Rule 23 of the Federal Rules of Civil Procedure, (ii) certifying a class representative, (iii) requiring Defendants to pay damages allegedly sustained by plaintiffs and the class members by reason of the acts alleged in the complaints, and (iv) awarding pre-judgment and post-judgment interest as well as reasonable attorneys’ fees, expert fees and other costs.

On July 29, 2021, the Georgia court transferred the Georgia cases to New York, and all four class actions have been consolidated into a single lawsuit in the Eastern District of New York.

On January 19, 2022, a Consolidated Amended Class Action Complaint (“Amended Complaint”) was filed in the Eastern District of New York, naming as defendants the Company, its directors and certain of its officers as well as certain former directors (collectively, “Defendants”). The Amended Complaint is brought on behalf of a class consisting of (i) purchasers of shares of the Company during the Class Period, (ii) all holders of the Company’s Class A common stock entitled to vote on the merger transaction between the Company and Meredian Holdings Group, Inc. consummated on December 28, 2020 and (iii) purchasers of Company securities pursuant to the Company’s Registration Statement on Form S-4 that was declared effective on December 16, 2020 or the Company’s Registration Statement on Form S-1 that was declared effective on February 16, 2021. The Amended Complaint asserts claims for violations of Sections 10(b), 14(a) and 20(a) of the Exchange Act and Rules 10(b)-5(a)-(c) promulgated thereunder and Sections 11, 12 and 15 of the Securities Act of 1933, as amended (the “Securities Act”). Plaintiffs seek the following remedies: (a) a determination that the lawsuit is a proper class action pursuant to Rule 23 of the Federal Rules of Civil Procedure and certifying Plaintiffs as class representative, (b) awarding compensatory and punitive damages allegedly sustained by the class members by reason of the acts set forth in the Amended Complaint and (c) awarding pre-judgment and post-judgment interest and costs and expenses, including reasonable attorneys’ fees, experts’ fees and other costs. On September 30, 2023, the court issued an Order granting Defendant’s motion to dismiss in full, dismissing Plaintiffs’ claims with prejudice, and denying Plaintiffs’ request for leave to amend. The Plaintiffs appealed and, on September 27, 2024, the Second Circuit Court of Appeals affirmed the District Court’s Order dismissing the Amended Complaint. To date, no further appeal has been filed by the Plaintiffs.

On May 24, 2021, a shareholder derivative lawsuit was filed in the Court of Chancery of the State of Delaware by Richard Delman on behalf of the Company, alleging breach of fiduciary duty against the Company’s directors. On October 6, 2021, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by Ryan Perri on behalf of the Company, alleging breach of fiduciary duty against the Company’s directors. On February 9, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the District of Delaware by Samuel Berezin on behalf of the Company, alleging breach of fiduciary trust against the Company’s directors. All three shareholder derivative lawsuits repeated certain allegations which are already in the public domain. Subsequent to the decision of the Second Circuit Court of Appeals noted above, each of the three shareholder derivative lawsuits was voluntarily dismissed by the party filing the respective complaint.

On May 5, 2021, we received a letter from the Atlanta regional office of the SEC, in connection with a non-public, fact-finding inquiry, requesting that we voluntarily produce certain specified information, to 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.

In the ordinary course of business, we may be a party to various other legal proceedings from time to time. We provide for costs relating to these matters when a loss is probable and the amount is reasonably estimable. Since we are unable to estimate the likelihood of incurring a loss, or the amount of loss, if any, related to these matters, we have not accrued any losses for these matters at September 30, 2024. Legal and administrative costs related to these matters are expensed as incurred.

Note 15. Subsequent Events

Reverse Stock Split

On November 12, 2024, as approved by our shareholders and board of directors, we filed our Sixth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-forty reverse stock split, which became effective at 5:01 p.m. Eastern time on November 12, 2024. As a result of this reverse stock split, every 40 shares of our pre-reverse stock split Common Stock combined and automatically became 1 share of common stock. No fractional shares were issued in connection with the reverse stock split; each fractional share resulting from such combination at the individual stockholder level was settled in cash.

The number of shares of Common Stock issuable upon the lapsing of restrictions for restricted stock, RSUs, and PRSUs and upon any exercise or conversion of warrants, the Convertible Notes, stock options, ESPP instruments, or SARS, was divided by 40, rounded down, for the reverse stock split. As applicable, the exercise or conversion price for such instruments was multiplied by 40, such that upon exercise or conversions, the aggregate price payable by the instrument holder after the reverse stock split for shares of Common Stock will remain approximately the same as the aggregate price prior to the reverse stock split.

The reverse stock split did not change the authorized number of shares or the par value of our Common Stock, nor modified any related voting rights. The share counts reported herein do not account for the reverse stock split.

our ability to maintain sufficient liquidity by realizing near-term revenue growth and related cash returns and preserving cash until such cash returns, if any, are obtained;

access to available capital to meet our operating requirements and to service our debt instruments;

our ability to remain in compliance with the covenants under our debt instruments or to otherwise mitigate the impact of such terms;

our ability to recognize the anticipated benefits of business combinations, which may be affected by, among other things, competition, and our ability to grow and manage growth profitably following business combinations;

costs related to business combinations;

changes in applicable laws or regulations;

the outcome of any legal proceedings against us;

the effect of pandemics, such as the COVID-19 pandemic, on our business;

our ability to execute our business model, including, among other things, market acceptance of our products and services and construction delays in connection with the expansion of our facilities;

our ability to raise capital;

the effect on our borrowing facilities of an event of default, including if an Annual Report on Form 10-K contains a Report of Independent Registered Public Accounting Firm that includes disclosure regarding going concern;

the ongoing conflict in Ukraine and the Middle East;

the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

our ability to maintain our exchange listing; and

other risks and uncertainties set forth in the section entitled “Risk Factors” of this Report, which is incorporated herein by reference

continuing to make commercial shipments of cutlery resin to our converter partners to service a large QSR, and

making additional progress in negotiating development and supply agreements with our blue-chip customers.

Proceeds from issuance of warrants and common stock, net of issuance costs, of $13.4 million;

Proceeds from the completion of our Revolving Credit Agreement, net of issuance costs, of $19.6 million; and

Payments of debt of $17.6 million.

Proceeds from our Senior Secured Term Loan of $130 million, less issuance costs of $33.3 million; and

Payments of debt of $12.4 million, including all of our previously existing $10.2 million Subordinated Term Loan.

a limited availability of market quotations for our securities;

a determination that our common stock is a “penny stock,” which will require brokers trading in common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our common stock;

a limited amount of analyst coverage;

a decreased ability to issue additional securities or obtain additional financing in the future; and

the occurrence of a “Fundamental Change” under the Indenture governing our 3.250% Convertible Notes due 2026, in which case the holders of the Convertible Notes could require us to repurchase them for the principal amount plus any accrued interest and the lenders under our Senior Secured Term Loan could accelerate the maturity of borrowings thereunder. Such accelerations could result in the lenders under the Revolving Credit Agreement declaring all obligations under the Revolving Credit Agreement immediately due and payable.

Document And Entity Information - shares	9 Months Ended
Sep. 30, 2024	Nov. 12, 2024
Document Information [Line Items]
Entity Registrant Name	DANIMER SCIENTIFIC, INC.
Entity Central Index Key	0001779020
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39280
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-1924518
Entity Address, Address Line One	140 Industrial Boulevard
Entity Address, City or Town	Bainbridge
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	39817
City Area Code	229
Local Phone Number	243-7075
Title of 12(b) Security	Class A Common stock, $0.0001 par value per share
Trading Symbol	DNMR
Security Exchange Name	NYSE
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		120,795,476

Document And Entity Information - shares

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
$ in Thousands

Additional Paid-in Capital


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Delaware	84-1924518
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
140 Industrial Boulevard Bainbridge, GA	39817
(Address of principal executive offices)	(Zip Code)


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	New York Stock Exchange


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders' Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

PART II.	OTHER INFORMATION	32

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
Signatures		35


	September 30,			December 31,
(in thousands, except share and per share data)	2024			2023
Assets:
Current assets:
Cash and cash equivalents	$	22,187		$	59,170
Accounts receivable, net		11,745			15,227
Other receivables, net		125			652
Inventories, net		26,043			25,270
Prepaid expenses and other current assets		5,395			4,714
Contract assets, net		4,377			3,005
Total current assets		69,872			108,038

Property, plant and equipment, net		430,231			445,153
Intangible assets, net		75,762			77,790
Right-of-use assets		19,163			19,160
Leverage loans receivable		31,446			31,446
Restricted cash		14,116			14,334
Other assets		3,180			2,210
Total assets	$	643,770		$	698,131

Liabilities and Stockholders’ equity:
Current liabilities:
Accounts payable	$	4,542		$	5,292
Accrued liabilities		6,131			4,726
Unearned revenue and contract liabilities		914			1,000
Current portion of lease liability		3,724			3,337
Current portion of long-term debt, net		6,021			1,368
Total current liabilities		21,332			15,723

Long-term lease liability, net		21,418			21,927
Long-term debt, net		381,874			381,436
Warrant liability		6,315			5
Other long-term liabilities		1,238			1,020
Total liabilities	$	432,177		$	420,111

Commitments and contingencies (Note 14)

Stockholders’ equity:
Common stock, $0.0001 par value; 600,000,000 shares authorized: 120,771,640 and 102,832,103 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	$	13		$	10
Additional paid-in capital		737,464			732,131
Accumulated deficit		(525,884	)		(454,121	)
Total stockholders’ equity		211,593			278,020
Total liabilities and stockholders’ equity	$	643,770		$	698,131


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands)	2024			2023			2024			2023
Common stock:
Balance, beginning of period	$	12		$	10		$	10		$	10
Issuance of common stock		1			-			3			-
Balance, end of period		13			10			13			10

Additional paid-in capital:
Balance, beginning of period		738,061			704,802			732,131			676,250
Stock-based compensation expense		524			14,253			1,693			42,227
Issuance of common stock, net of issuance costs		1,172			(250	)		5,830			(250	)
Shares retained for employee taxes		(13	)		-			(28	)		(61	)
Stock issued under stock compensation plans		58			153			176			282
Issuance of dividend warrants		(2,338	)		-			(2,338	)		-
Warrants issued with Senior Secured Term Loan		-			-			-			510
Balance, end of period		737,464			718,958			737,464			718,958

Accumulated deficit:
Balance, beginning of period		(504,045	)		(374,528	)		(454,121	)		(298,648	)
Net loss		(21,839	)		(40,159	)		(71,763	)		(116,039	)
Balance, end of period		(525,884	)		(414,687	)		(525,884	)		(414,687	)
Total stockholders' equity	$	211,593		$	304,281		$	211,593		$	304,281


Exhibit No.		Description
3.1		Fifth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 10, 2024).
3.2		Sixth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2024).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	Danimer Scientific, Inc.

Date: November 19, 2024	By:	/s/ Richard N. Altice
		Richard N. Altice
		Interim Chief Executive Officer
		(Principal Executive Officer)

Date: November 19, 2024	By:	/s/ Michael A. Hajost
		Michael A. Hajost
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)


	Three Months Ended September 30,
(in thousands)	2024			2023			Change
Revenue:
Products	$	7,972		$	10,454		$	(2,482	)
Services		658			494			164
Total revenue		8,630			10,948			(2,318	)
Cost of revenue		15,945			18,685			(2,740	)
Gross profit		(7,315	)		(7,737	)		422
Gross profit percentage		-84.8	%		-70.7	%
Operating expense:
Selling, general and administrative		6,861			16,555			(9,694	)
Research and development		4,580			6,883			(2,303	)
Loss on sale of assets		65			64			1
Total operating expenses		11,506			23,502			(11,996	)
Loss from operations		(18,821	)		(31,239	)		12,418
Nonoperating income (expense):
(Loss) gain on remeasurement of warrants		(206	)		132			(338	)
Interest, net		(9,631	)		(8,584	)		(1,047	)
Gain (loss) on loan extinguishment		6,821			-			6,821
Total nonoperating expense:		(3,016	)		(8,452	)		5,436
Loss before income taxes		(21,837	)		(39,691	)		17,854
Income taxes		(2	)		(468	)		466
Net loss	$	(21,839	)	$	(40,159	)	$	18,320


	Nine Months Ended September 30,
(in thousands)	2024			2023			Change
Revenue:
Products	$	25,173		$	33,724		$	(8,551	)
Services		1,309			2,015			(706	)
Total revenue		26,482			35,739			(9,257	)
Cost of revenue		47,011			56,327			(9,316	)
Gross profit		(20,529	)		(20,588	)		59
Gross profit percentage		-77.5	%		-57.6	%
Operating expense:
Selling, general and administrative		20,482			52,098			(31,616	)
Research and development		15,031			21,667			(6,636	)
Loss on sale of assets		630			234			396
Total operating expenses		36,143			73,999			(37,856	)
Loss from operations		(56,672	)		(94,587	)		37,915
Nonoperating income (expense):
Gain on remeasurement of warrants		5,635			99			5,536
Interest, net		(27,541	)		(21,132	)		(6,409	)
Gain (loss) on loan extinguishment		6,821			(102	)		6,923
Total nonoperating expense:		(15,085	)		(21,135	)		6,050
Loss before income taxes		(71,757	)		(115,722	)		43,965
Income taxes		(6	)		(317	)		311
Net loss	$	(71,763	)	$	(116,039	)	$	44,276


1.	I have reviewed this Quarterly Report on Form 10-Q of Danimer Scientific, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	By:	/s/ Richard N. Altice
		Richard N. Altice
		Interim Chief Executive Officer (Principal Executive Officer)


	By:	/s/ Michael A. Hajost
		Michael A. Hajost
		Chief Financial Officer (Principal Financial Officer)

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 22,187	$ 59,170
Accounts receivable, net	11,745	15,227
Other receivables, net	125	652
Inventories, net	26,043	25,270
Prepaid expenses and other current assets	5,395	4,714
Contract assets, net	4,377	3,005
Total current assets	69,872	108,038
Property, plant and equipment, net	430,231	445,153
Intangible assets, net	75,762	77,790
Right-of-use assets	19,163	19,160
Leverage loans receivable	31,446	31,446
Restricted cash	14,116	14,334
Other assets	3,180	2,210
Total assets	643,770	698,131
Current liabilities:
Accounts payable	4,542	5,292
Accrued liabilities	6,131	4,726
Unearned revenue and contract liabilities	914	1,000
Current portion of lease liability	3,724	3,337
Current portion of long-term debt, net	6,021	1,368
Total current liabilities	21,332	15,723
Long-term lease liability, net	21,418	21,927
Long-term debt, net	381,874	381,436
Warrants liability	6,315	5
Other long-term liabilities	1,238	1,020
Total liabilities	432,177	420,111
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.0001 par value; 600,000,000 shares authorized: 120,771,640 and 102,832,103 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	13	10
Additional paid-in capital	737,464	732,131
Accumulated deficit	(525,884)	(454,121)
Total stockholders’ equity	211,593	278,020
Total liabilities and stockholders’ equity	$ 643,770	$ 698,131

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common Stock, Shares Issued	120,771,640	102,832,103
Common Stock, Shares, Outstanding	120,771,640	102,832,103

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Total revenue	$ 8,630	$ 10,948	$ 26,482	$ 35,739
Costs and expenses:
Cost of revenue	15,945	18,685	47,011	56,327
Selling, general and administrative	6,861	16,555	20,482	52,098
Research and development	4,580	6,883	15,031	21,667
Loss on sale of assets	65	64	630	234
Total costs and expenses	27,451	42,187	83,154	130,326
Loss from operations	(18,821)	(31,239)	(56,672)	(94,587)
Nonoperating income (expense):
(Loss) gain on remeasurement of warrants	(206)	132	5,635	99
Interest, net	(9,631)	(8,584)	(27,541)	(21,132)
Gain on Extinguishment of Convertible Notes	6,821	0	6,821	(102)
Total nonoperating expense:	(3,016)	(8,452)	(15,085)	(21,135)
Loss before income taxes	(21,837)	(39,691)	(71,757)	(115,722)
Income taxes	(2)	(468)	(6)	(317)
Net loss	$ (21,839)	$ (40,159)	$ (71,763)	$ (116,039)
Net loss per share:
Basic net loss per share	$ (0.18)	$ (0.39)	$ (0.63)	$ (1.14)
Diluted net loss per share	$ (0.18)	$ (0.39)	$ (0.63)	$ (1.14)
Basic - Weighted Average Number Of Shares Outstanding	119,713,087	102,025,684	113,337,922	101,953,827
Diluted - Weighted Average Number Of Shares Outstanding	119,713,087	102,025,684	113,337,922	101,953,827
Products
Revenue:
Total revenue	$ 7,972	$ 10,454	$ 25,173	$ 33,724
Services
Revenue:
Total revenue	$ 658	$ 494	$ 1,309	$ 2,015

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Total stockholders’ equity		$ 10	$ 676,250	$ (298,648)
Balance, beginning of period at Dec. 31, 2022		10	676,250	(298,648)
Stock-based compensation expense			42,227
Warrants issued with Senior Secured Term Loan			510
Stock issued under stock compensation plan			282
Issuance of dividend warrants	$ 0		0
Issuance of common stock, net of issuance costs		0	(250)
Shares retained for employee taxes			(61)
Net loss	(116,039)			(116,039)
Balance, end of period at Sep. 30, 2023	304,281	10	718,958	(414,687)
Total stockholders’ equity		10	704,802	(374,528)
Balance, beginning of period at Jun. 30, 2023		10	704,802	(374,528)
Stock-based compensation expense			14,253
Warrants issued with Senior Secured Term Loan			0
Stock issued under stock compensation plan			153
Issuance of dividend warrants			0
Issuance of common stock, net of issuance costs		0	(250)
Shares retained for employee taxes			0
Net loss	(40,159)			(40,159)
Balance, end of period at Sep. 30, 2023	304,281	10	718,958	(414,687)
Total stockholders’ equity	304,281	10	718,958	(414,687)
Total stockholders’ equity	278,020	10	732,131	(454,121)
Balance, beginning of period at Dec. 31, 2023	278,020	10	732,131	(454,121)
Stock-based compensation expense			1,693
Warrants issued with Senior Secured Term Loan			0
Stock issued under stock compensation plan			176
Issuance of dividend warrants	8,888		(2,338)
Issuance of common stock, net of issuance costs		3	5,830
Shares retained for employee taxes			(28)
Net loss	(71,763)			(71,763)
Balance, end of period at Sep. 30, 2024	211,593	13	737,464	(525,884)
Total stockholders’ equity		12	738,061	(504,045)
Balance, beginning of period at Jun. 30, 2024		12	738,061	(504,045)
Stock-based compensation expense			524
Warrants issued with Senior Secured Term Loan			0
Stock issued under stock compensation plan			58
Issuance of dividend warrants			(2,338)
Issuance of common stock, net of issuance costs		1	1,172
Shares retained for employee taxes			(13)
Net loss	(21,839)			(21,839)
Balance, end of period at Sep. 30, 2024	211,593	13	737,464	(525,884)
Total stockholders’ equity	$ 211,593	$ 13	$ 737,464	$ (525,884)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (71,763)	$ (116,039)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	22,345	22,005
(Gain) loss on remeasurement of warrants	(5,635)	(99)
Amortization of debt issuance costs	8,951	6,209
Stock-based compensation	1,693	42,227
Warrant issuance costs	867	0
Loss on disposal of assets	630	234
Accounts receivable reserves	610	(1,462)
Inventory reserves	513	540
Amortization of right-of-use assets and lease liability	(124)	(278)
(Gain) loss on loan extinguishment	(6,821)	102
Deferred income taxes	0	(199)
Other	0	941
Changes in operating assets and liabilities:
Accounts receivable	2,873	7,029
Other receivables	528	555
Inventories, net	(1,287)	5,475
Prepaid expenses and other current assets	(239)	1,816
Contract assets	(759)	(1,244)
Other assets	76	(119)
Accounts payable	(638)	(2,061)
Accrued liabilities	1,588	1,893
Other long-term liabilities	217	706
Unearned revenue and contract liabilities	(85)	438
Net cash used in operating activities	(46,460)	(31,331)
Cash flows from investing activities
Purchases of property, plant and equipment and intangible assets	(7,486)	(25,722)
Proceeds from disposals of property, plant and equipment	1,167	18
Net cash used in investing activities	(6,319)	(25,704)
Cash flows from financing activities
Proceeds from issuance of warrants, net of issuance costs	8,888	0
Proceeds from issuance of common stock, net of issuance costs	4,517	0
Proceeds from long-term debt	20,716	130,000
Principal payments on long-term debt	(17,594)	(12,437)
Cash paid for debt issuance costs	(1,097)	(33,296)
Proceeds from employee stock purchase plan	176	282
Employee taxes related to stock-based compensation	(28)	(61)
Net cash provided by financing activities	15,578	84,488
Net (decrease) increase in cash and cash equivalents and restricted cash	(37,201)	27,453
Cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash-beginning of period	73,504	64,401
Cash and cash equivalents and restricted cash-end of period	36,303	91,854
Supplemental cash flow information:
Cash paid for interest, net of interest capitalized	18,912	16,349
Cash paid for operating leases	$ 2,791	$ 2,787

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (21,839)	$ (40,159)	$ (71,763)	$ (116,039)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Description of Business and Basis of Presentation (Details) [Line Items]
Net loss and comprehensive (loss) income		$ 0
Retirement Agreement [Member]
Description of Business and Basis of Presentation (Details) [Line Items]
Reorganisation & other related charges	$ 300	700
Related transition and retirement expense	$ 200	$ 500

Restricted Cash - Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Restricted Cash and Cash Equivalents Items [Line Items]
Total cash and cash equivalents and restricted cash	$ 36,303	$ 73,504	$ 91,854	$ 64,401

Inventories, net - Schedule of inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule of inventory [Abstract]
Raw materials	$ 10,719	$ 10,867
Work-in-progress	1,187	546
Finished goods and related items	14,137	13,857
Total inventories, net	$ 26,043	$ 25,270

Inventories, net (Additional Information) (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Inventory, Net [Abstract]
Finished neat PHA included in finished goods	$ 9.9	$ 7.6
Inventory reserves fair value	$ 1.5	$ 0.9

Property, Plant and Equipment, net (Details) - Schedule of Property, plant, and equipment, net - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 518,636	$ 514,715
Accumulated depreciation and amortization	(88,405)	(69,562)
Property, plant and equipment, net	$ 430,231	445,153
Land and improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	20 years
Property and equipment, gross	$ 95	92
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	110,543	110,531
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,191	2,191
Buildings [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	20 years
Buildings [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	40 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 190,359	190,111
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	20 years
Motor vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 903	903
Motor vehicles [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Motor vehicles [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 474	474
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,447	7,415
Office Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Office Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Life	10 years
Construction-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 206,624	$ 202,998

Property, Plant and Equipment - construction in prog (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	$ 206,624	$ 202,998
Georgia
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	201,951	199,342
New York
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	1,831	1,960
Kentucky
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	$ 2,842	$ 1,696

Intangible Assets - Schedule of intangible assets net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets, gross	$ 97,020	$ 95,765
Less capitalized patent costs not yet subject to amortization	(3,741)	(2,838)
Intangible assets subject to amortization, gross	93,279	92,927
Accumulated amortization	(21,258)	(17,975)
Intangible assets subject to amortization, net	72,021	74,952
Total intagible assets, net	$ 75,762	$ 77,790

Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule of accrued liabilities [Abstract]
Accrued interest	$ 2,480	$ 440
Compensation and related expenses	1,111	1,692
Accrued taxes	1,076	552
Accrued utilities	346	350
Construction in progress accruals	183	191
Accrued legal, consulting and professional fees	456	839
Accrued rebates	24	233
Purchase accrual	0	8
Other	455	421
Total accrued liabilities	$ 6,131	$ 4,726

Warrant Liability - Summary of Rollforward of Warrants Liability (Details) - USD ($) $ in Thousands		3 Months Ended					9 Months Ended
	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance					$ (5)		$ (5)
Loss on remeasurement of Dividend Warrants			$ 206			$ (132)	(5,635)	$ (99)
Balance		$ (6,315)	(6,315)				(6,315)
Private Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance			(14)	$ (206)	(5)		(5)
Loss on remeasurement of Dividend Warrants			9	192	(201)
Balance	$ (206)	5	5	(14)	(206)		5
Common Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance	(9,750)		(3,900)	(9,450)
Loss on remeasurement of Dividend Warrants	300		1,200	5,550
Balance	$ (9,450)	(2,700)	(2,700)	$ (3,900)	$ (9,450)		(2,700)
Dividend Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Balance		(2,338)
Fair value of Dividend Warrants exercised		143
Loss on remeasurement of Dividend Warrants		(1,415)
Balance		$ (3,610)	$ (3,610)				$ (3,610)

Debt (Details) - Schedule of long-term debt - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	$ 413,737	$ 417,462
Less: Total unamortized debt issuance costs	(25,842)	(34,658)
Less: Current maturities of long-term debt	(6,021)	(1,368)
Total long-term debt	381,874	381,436
Convertible Debt Note [Member]
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	231,867	240,000
Senior Secured Term Loan [Member]
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	130,000	130,000
New Market Tax Credit Transactions [Member]
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	45,700	45,700
Revolving Credit Agreement [Member]
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	4,780	0
Insurance Premium Finance Notes [Member]
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	969	1,243
Vehicle and Equipment Notes [Member]
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	238	327
Mortgage Notes [Member]
Long-Term Debt (Details) - Schedule of long-term debt [Line Items]
Total	$ 183	$ 192