Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Advantage Loan Agreement

On March 16, 2023, Danimer Scientific Holdings, LLC, a Delaware limited liability company ("DSH"), Meredian Bioplastics, Inc., a Georgia corporation ("MBI"), Meredian, Inc., a Georgia corporation ("Meredian"), Danimer Scientific, L.L.C., a Georgia limited liability company ("DSLLC"), Danimer Bioplastics, Inc., a Georgia corporation ("DBI"), Danimer Scientific Kentucky, Inc., a Delaware corporation ("DSKY"), and Novomer, Inc., a Delaware corporation ("Novomer"), each an indirect wholly-owned subsidiary of Danimer Scientific, Inc., a Delaware corporation ("Danimer" or the "Company"), entered into Amendment No. Five to Loan and Security Agreement and Consent ("Amendment No. Five") to that certain Loan and Security Agreement, dated as of March 13, 2019 (as amended by Amendment No. One to Loan and Security Agreement dated as of October 2, 2020, Amendment No. Two to Loan and Security Agreement and Consent dated as of December 22, 2020, Amendment No. Three to Loan and Security Agreement and Consent dated as of March 18, 2021, Amendment No. Four to Loan and Security Agreement and Consent dated as of December 15, 2021 and as amended, modified, supplemented, renewed or extended from time to time the "Advantage Loan Agreement"), among DSH and MBI, as borrowers (each an "Advantage Borrower"), Meredian, DSLLC, DBI, DSKY and Novomer, as guarantors (each an "Advantage Guarantor", and collectively with the Advantage Borrowers, the "Advantage Loan Parties"), the lenders party thereto from time to time (the "Advantage Lenders"), and Southeast Community Development Fund X, L.L.C., as administrative agent for the Advantage Lenders (the "Advantage Administrative Agent").

Amendment No. Five, among other things, (i) amended the interest rate to delete LIBOR and adopt 30 day SOFR as the interest rate, (ii) extended the maturity date of the loans under the Advantage Loan Agreement to June 24, 2024, (iii) consented to the formation of two new direct and indirect subsidiaries by Meredian Holdings Group, Inc. ("MHG"), the direct parent entity of DSH, and removed the negative covenant limiting the incurrence of liabilities and business activities of MHG, (iv) consented to the transfer of intellectual property by the Advantage Loan Parties, other than Novomer, to the newly-formed indirect subsidiary of MHG, and (v) released the security interest of the Advantage Lenders and the Advantage Administrative Agent in the intellectual property of the Advantage Loan Parties. As a condition to the effectiveness of Amendment No. Five, among other things, (i) MHG delivered to the Advantage Administrative Agent, for the benefit of the Advantage Administrative Agent and each Advantage Lender, a Ratification by Guarantor (the "Advantage Ratification"), pursuant to which it, among other things, acknowledged the entry of the Advantage Loan Parties into Amendment No. Five and each other amendment and modification of the Advantage Loan Agreement and ratified its obligations under its guaranty and pledge agreements, and (ii) DSH placed into an account over which the Advantage Administrative Agent has sole control the principal outstanding amount of the GARJA Loan (as defined herein).

A copy of Amendment No. Five and the Advantage Ratification is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of Amendment No. Five and the Advantage Ratification is not intended to be complete and is qualified in its entirety by reference to the text of Amendment No. Five and the Advantage Ratification.

On March 16, 2023, MBI voluntarily prepaid the new markets tax credits term loan (the "NMTC Loan") under the Advantage Loan Agreement in full in the aggregate amount of $4,605,699.48, which included the outstanding principal amount of the NMTC Loan plus accrued interest through the date of prepayment.

On March 17, 2023, DSH gave irrevocable notice to the Advantage Administrative Agent of its intent to voluntarily prepay the GARJA loan (the "GARJA Loan") under the Advantage Loan Agreement in full on or about April 17, 2023 in the . . .

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under "Amendment to Advantage Loan Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On the date hereof, the Company issued a press release (the "Press Release") which, among other things, pre-announced its financial results for the fiscal year ended December 31, 2022. A copy of this Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The Press Release contains the non-GAAP measure "Adjusted EBITDA". Danimer believes that Adjusted EBITDA is useful to investors in evaluating the Company's performance because such measure considers the performance of the Company's operations, excluding decisions made with respect to capital investment, financing and other non-recurring charges as outlined in the preceding paragraph. Danimer believes this non-GAAP metric offers additional financial information that, when coupled with the comparable GAAP result and the reconciliation to the comparable GAAP result, provides a more complete understanding of its results of operations and the factors and trends affecting its business. The non-GAAP measure is reconciled to the comparable GAAP financial measure within the Press Release. Danimer cautions that the non-GAAP measure should be considered in addition to, but not as a substitute for, Danimer's reported GAAP results. Additionally, Danimer notes that there can be no assurance that the above referenced non-GAAP financial measure is comparable to similarly titled financial measures used by other publicly traded companies.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of Danimer, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under "Amendment to Advantage Loan Agreement", "Financing Agreement", and "Pledge and Security Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under "Warrant" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 8.01. Other Events

As previously disclosed in its Form 8-K filed on March 7, 2023, Danimer Scientific, Inc. (the "Company") filed a petition on March 2, 2023 in the Delaware Court of Chancery (the "Court of Chancery") pursuant to Section 205 of the General Corporation Law of the State of Delaware (the "Section 205 Petition") in order to resolve potential uncertainty with respect to the validity of the Company's Fourth Amended and Restated Certificate of Incorporation (the "Charter") and the Company's capitalization resulting from a recent Court of Chancery ruling unrelated to the Company.

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On March 17, 2023, the Court of Chancery heard and orally granted the Company's Section 205 Petition. Also on March 17, 2023, the Court of Chancery issued a final order validating (i) the Company's Charter, declaring it effective as of December 20, 2020, and (ii) all shares of capital stock of the Company issued in reliance on the effectiveness of the Charter, effective as of the date and time of the original issuance of such shares. A copy of the Court's order is attached hereto as Exhibit 99.2.

The information in Item 8.01 of this Current Report on Form 8-K, the Press Release, and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.



d) Exhibits.


Exhibit No.                                 Description
4.1             Warrant to Purchase Common Stock, dated as of March 17, 2023, issued
              by Danimer Scientific, Inc. (the "Company") in favor of Jefferies
              Funding LLC  .
10.1            Amendment No. Five to Loan and Security Agreement and Consent, dated
              as of March 16, 2023, among Danimer Scientific Holdings, LLC and
              Meredian Bioplastics, Inc., as borrowers, and Meredian, Inc., Danimer
              Scientific, L.L.C., Danimer Bioplastics, Inc., Danimer Scientific
              Kentucky, Inc., and Novomer, Inc., as guarantors, the lenders party
              thereto, and Southeast Community Development Fund X, L.L.C., as
              administrative agent.
10.2            Financing Agreement, dated as of March 17, 2023, by and among the
              Company, as borrower, and certain subsidiaries of the Company from time
              to time party thereto (collectively, the "Guarantors"), as guarantors,
              the lenders from time to time party thereto, and U.S. Bank Trust
              Company, National Association ("U.S. Bank"), as administrative agent
              and collateral agent.
10.3            Pledge and Security Agreement, dated as of March 17, 2023, among the
              Company, the subsidiaries of the Company from time to time parties
              thereto, and U.S. Bank, as collateral agent.
99.1            Press Release, dated March 20, 2023 (furnished only).
99.2            Order entered by the Delaware Court of Chancery on March 17, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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