Filed pursuant to Rule 424(b)(3)

Registration No. 333-252515

PROSPECTUS SUPPLEMENT NO. 28

(to Prospectus dated February 16, 2021)

Danimer Scientific, Inc.

Up to 32,435,961 Shares of Common Stock

Up to 16,279,253 Shares of Common Stock Issuable Upon Exercise of Warrants and Options

This prospectus supplement supplements the prospectus dated February 16, 2021 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-252515). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our current report on Form 8-K, filed with the Securities and Exchange Commission on March 20, 2023 (the "Current Report"). Accordingly, we have attached the Current Report to this prospectus supplement. The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of up to 16,279,253 shares of our Class A common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 6,000,000 shares of Common Stock that are issuable upon the exercise of 6,000,000 warrants (the “Private Warrants”) originally issued in a private placement in connection with the initial public offering of Live Oak Acquisition Corp., our predecessor company (“Live Oak”), (ii) up to 10,000,000 shares of Common Stock that are issuable upon the exercise of 10,000,000 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of Live Oak and (iii) up to 279,253 shares of Common Stock issuable upon exercise of Non-Plan Legacy Danimer Options. We will receive the proceeds from any exercise of any Warrants for cash.

The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”), or their permitted transferees, of (i) up to 32,435,961 shares of Common Stock (including up to 6,000,000 shares of Common Stock that may be issued upon exercise of the Private Warrants) and (ii) up to 6,000,000 Private Warrants. We will not receive any proceeds from the sale of shares of Common Stock or the Private Warrants by the Selling Securityholders pursuant to the Prospectus and this prospectus supplement.

Our registration of the securities covered by the Prospectus and this prospectus supplement does not mean that the Selling Securityholders will offer or sell any of the shares. The Selling Securityholders may sell the shares of Common Stock covered by the Prospectus and this prospectus supplement in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares in the section entitled “Plan of Distribution.”

Our Common Stock is listed on The New York Stock Exchange under the symbol “DNMR”. On March 17, 2023, the closing price of our Common Stock was $2.09. Our Public Warrants were previously traded on The New York Stock Exchange under the symbol “DNMR WS”; however, the Public Warrants ceased trading on the New York Stock Exchange and were delisted following their redemption.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

See the section entitled “Risk Factors” beginning on page 4 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 20, 2023.

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

FORM 8-K

CURRENT REPORT

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

DANIMER SCIENTIFIC, INC.

(Exact name of Registrant as Specified in Its Charter)

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

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

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

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

Emerging growth company ☐

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

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 aggregate amount of $5,643,257.69, which includes the outstanding principal amount of the GARJA Loan plus accrued interest through the date of prepayment. Upon payment of the GARJA Loan, all outstanding amounts under the Advantage Loan Agreement will have been repaid in full, and the Advantage Loan Agreement shall be terminated.

Financing Agreement

On March 17, 2023 (the “Closing Date”), the Company, as borrower, and certain subsidiaries of the Company, as guarantors, entered into a Financing Agreement (the “Financing Agreement”) with Jefferies Funding LLC (“Jefferies”), as lender, and U.S. Bank Trust Company, National Association (the “Term Loan Agent”), as administrative agent and collateral agent.

The Financing Agreement provides for a new senior secured term loan (the “Term Loan”) in an aggregate principal amount of $130 million, the entirety of which was drawn on the Closing Date.

The Term Loan bears interest at a fixed rate per annum equal to 14.40%, payable monthly in arrears. Accounting for certain fees and expenses associated with the transaction, including the establishment of an interest reserve account in the amount of $12.5 million and an insurance premium reserve account, net proceeds to the Company were $98.6 million under the Term Loan. The Company is applying the net proceeds of the Term Loan towards the payoff of the GARJA Loan, working capital and general corporate purposes, including capital expenditures, permitted acquisitions, research and development, and general and administrative expenses.

The Term Loan matures on the earlier of March 17, 2027, or September 15, 2026 if more than $100 million of the Company’s existing convertible notes remain outstanding as of such date, unless terminated earlier in accordance with the Financing Agreement. Any prepayments made during the first 24 months of the Term Loan are subject to a make-whole premium as more fully described in the Financing Agreement.

In connection with the Term Loan, on March 16, 2023, each of the Guarantors, except for Novomer, assigned substantially all of their intellectual property rights to Danimer IPCo, LLC (“IPCo”), which is wholly owned by Danimer IPHoldCo, LLC (“IPHoldCo”) (each a newly formed Delaware limited liability company), which is a wholly-owned subsidiary of MHG, which is a wholly-owned subsidiary of the Company. In turn, effective on the same date, IPCo entered into individual license agreements with each of the applicable Guarantors to license the assigned intellectual property rights back to the respective subsidiaries of the Company.

The Term Loan is guaranteed, jointly and severally, by certain of the Company’s subsidiaries, including MHG, DSH, Danimer Scientific Manufacturing, Inc. (“DSM”), Meredian, DSLLC, DSKY, DBI, IPCo, IPHoldCo, and Novomer (collectively, the “Guarantors”), and secured by a first-priority security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exceptions, including but not limited to the following:

The value of the collateral pledged to secure the Term Loan is insured pursuant to a collateral protection insurance policy issued to the Term Loan Agent as an insured party by a group of insurers, led by Markel and brokered by AON (the “AON Insurance Policy”), providing coverage for 95% of the $130 million principal amount of the Term Loan. The first three years of annual premiums under the AON Insurance Policy were paid out of the proceeds of the Term Loan.

The Financing Agreement also contains other customary representations and warranties, and affirmative and negative covenants, including, among other things, limitations on additional indebtedness, investments, dividends, and other distributions, entry into new lines of business, use of loan proceeds, capital expenditures, restricted payments, restrictions on liens on the assets of the Company and Guarantors, transactions with affiliates, amendments to organizational documents, accounting changes, sale and leaseback transactions, and dispositions.

There are mandatory pre-payment obligations with respect to asset sales, any sale of Novomer, the issuance of additional indebtedness, and extraordinary receipts, subject to certain exceptions.

In addition, the Financing Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, failure to make payment on, or defaults with respect to, certain other material indebtedness, bankruptcy and insolvency events, judgments and change of control provisions. Upon the occurrence of an event of default, and after the expiration of any applicable grace period, payment of any outstanding loans under the Financing Agreement may be accelerated and the lenders could foreclose on their security interests in the assets of the Company and the Guarantors.

In addition, the Company and the Guarantors are required to undertake certain actions following the closing of the Term Loan, including but not limited to:

Permitted indebtedness under the Financing Agreement include:

A copy of the Financing Agreement is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference. The foregoing summary of the Financing Agreement is not intended to be complete and is qualified in its entirety by reference to the text of the Financing Agreement.

Pledge and Security Agreement

In connection with the entry into the Financing Agreement, on the Closing Date, the Company and the Guarantors entered into a Pledge and Security Agreement with the Term Loan Agent, as collateral agent (the "Security Agreement") pursuant to which obligations under the Financing Agreement are secured by a security interest in substantially all tangible and intangible personal property, whether owned on the date the Security Agreement was entered into or acquired in the future, of the Company and the Guarantors, including the pledge by the Company and the Guarantors generally of 100% of the voting capital stock and other equity interests in their respective domestic subsidiaries (in each case, whether existing on the date the Security Agreement was entered into or acquired thereafter), subject to certain exceptions contained in the Financing Agreement and the Security Agreement as more particularly described therein and the discussion with respect to the “Financing Agreement” above.

A copy of the Security Agreement is attached to this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference. The foregoing summary of the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Security Agreement.

Warrant

In connection with the Term Loan, Danimer also issued a warrant (the “Warrant”) to Jefferies for the purchase of 1,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share, at an exercise price of $7.50 per share, subject to customary adjustments, at any time during the five-year exercise period following the Closing Date. A copy of the Warrant is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference. The foregoing summary of the Warrant is not intended to be complete and is qualified in its entirety by reference to the text of the Warrant.

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.

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.

SIGNATURES

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

Exhibit 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT COMPLYING WITH THE APPLICABLE PROVISIONS OF THE BYLAWS (AS DEFINED BELOW) AND EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THIS WARRANT AND THE SECURITIES ISSUED UPON ITS EXERCISE UNTIL THE CONDITIONS THEREIN, INCLUDING THOSE SET FORTH IN SECTION 9 OF THIS WARRANT, HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER.

DANIMER SCIENTIFIC, INC.
WARRANT TO PURCHASE COMMON STOCK

For value received, the receipt and sufficiency of which are hereby acknowledged, this Warrant is issued to Jefferies Funding LLC, a Delaware limited liability company (the “Holder”), by Danimer Scientific, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined herein have the meaning ascribed to such terms either in (i) that certain Fourth Amended and Restated Certificate of Incorporation of the Company, dated December 29, 2020 (as amended, restated or otherwise modified from time to time, the “Certificate”), or (ii) those certain Second Amended and Restated Bylaws of the Company, dated January 28, 2022 (as amended, restated or otherwise modified from time to time, the “Bylaws”), as applicable.

Notwithstanding the foregoing, or anything else herein to the contrary, if the closing price or last sale price quoted on a Trading Market (as defined below) of a share of Common Stock reported for the trading day immediately preceding the Expiration Date is higher than the Exercise Price, this Warrant shall be deemed to have been automatically exercised in full by the Holder pursuant to Section 4 below immediately prior to the Expiration Date. In the event of a Change of Control in which the consideration to be received by the Company’s shareholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition,”) which, for the avoidance of doubt shall not include a Change of Control in which the consideration to be received by any of the Company’s shareholders consists of consideration other than cash or Marketable Securities, including an equity rollover, each of the Company and the Holder may elect, by giving notice to the other party within fifteen (15) days prior to such Cash/Public Acquisition, to exchange this Warrant for the kind and amount of cash or Marketable Securities payable at the closing of such Cash/Public Acquisition (the “Sale Consideration”) which the Holder would have received with respect to the shares of Common Stock issuable upon the exercise of this Warrant if the Holder had exercised this Warrant on a cashless basis immediately prior to the occurrence of such Cash/Public Acquisition, and the Company had issued to such Holder a number of Warrant Shares computed using the following formula:

Y (A - B)

X = A

Where

X = The number of Warrant Shares deemed to have been issued to the Holder.

Y = The number of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).

A = The amount of Sale Consideration payable per share of Common Stock pursuant to the Change of Control, (i) with such amount expressed in U.S. dollars and, if applicable, rounded to the nearest whole cent, and (ii) with any non-cash portion of such Sale Consideration valued at the value attributed thereto in the Change of Control.

B = The lesser of (i) the Exercise Price (as may be adjusted to the date of such calculation) and (ii) the Black Scholes Adjusted Exercise Price.

For the avoidance of doubt, this formula shall only apply in the event of a Cash/Public Acquisition.

Y (A - B)

X = A

Where

X = The number of Warrant Shares to be issued to the Holder.

Y = The number of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).

A = The fair market value of one (1) Warrant Share (at the date of such calculation).

B = The Exercise Price (as adjusted to the date of such calculation).

For purposes of this Section 4, the fair market value of a Warrant Share shall mean (i) if shares of Common Stock are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the closing price or last sale price of a share of Common Stock reported for the business day immediately before the date of determination (which, for the avoidance of doubt, in the case of a cashless exercise pursuant to this Section 4, shall be the date on which the Holder delivers its Notice of Exercise to the Company) or (ii) if shares of Common Stock are not then traded in a Trading Market, the value determined in good faith by the Board of Directors of the Company (the “Board”); provided, that if the Holder disagrees with the fair market value as determined by the Board, the Holder may require a determination of the fair market value to be made by a nationally recognized investment banking, accounting or valuation firm that is not affiliated with the Holder and which is mutually-agreed upon by the Company and the Holder, in which case, the determination of such firm shall be final and conclusive. If this Warrant is exercised in connection with a Change of Control, the fair market value per Warrant Share shall be the consideration to be paid or distributed in respect of a share of Common Stock of the Company in connection with such Change of Control.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE SECOND AMENDED AND RESTATED BY LAWS OF DANIMER SCIENTIFIC, INC. (THE “COMPANY”), DATED AS OF JANUARY 28, 2022, AS THEY MAY BE AMENDED, RESTATED OR OTHERWISE

MODIFIED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER, NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”), AND ALL APPLICABLE STATE SECURITIES LAWS OR (B) IF SUCH TRANSFER IS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.”

To the extent certificated, the first legend above shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as the Warrant Shares become eligible for resale pursuant to Rule 144(b)(1)(i) under the Act.

If to the Company:

Danimer Scientific, Inc.

140 Industrial Boulevard

Bainbridge, Georgia 39817

Attention: Stephen E. Croskrey, CEO; Michael A. Hajost, CFO

Email: croskrey@danimer.com; mhajost@danimer.com

with a copy to:

Kane Kessler, P.C.

600 Third Avenue

35th FL

New York, NY 10016-1901
Attention: Robert L. Lawrence, Esq.

Email: rlawrence@kanekessler.com

If to Holder:

Jefferies Funding LLC

520 Madison Avenue

New York, NY 10002
Attn: General Counsel

with a copy to:

Milbank LLP

2029 Century Park East, Suite 3300

Los Angeles, CA 90067
Attention: Eric Reimer

Email: ereimer@milbank.com

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has executed this Warrant as of the date above written.

DANIMER SCIENTIFIC, INC.

By: /s/ Michael A. Hajost
Name: Michael A. Hajost

Title: Chief Financial Officer

AGREED AND ACCEPTED:

JEFFERIES FUNDING LLC

By: /s/ Mark Sahler
Name: Mark Sahler

Title: Managing Director

[Signature Page to Warrant Agreement]

NOTICE OF EXERCISE

To:_________________ Dated:____________

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby elects to purchase:

____ shares of Common Stock of Danimer Scientific, Inc. covered by such Warrant.

The undersigned herewith makes payment of the full purchase price for such Common Stock at the price per share provided for in such Warrant by providing a check or wire in the amount of $______ in lawful money of the United States.

Signature: ______________________

Address: _______________________

_______________________

Exhibit 10.1

AMENDMENT NO. FIVE TO LOAN AND SECURITY AGREEMENT AND CONSENT

This Amendment No. Five to Loan and Security Agreement and Consent (this “Agreement”), dated as of March 16, 2023 (the “Amendment No. Five Effective Date”), is entered into among Danimer Scientific Holdings, LLC, a Delaware limited liability company (“Danimer Holdings”), Meredian Bioplastics, Inc., a Georgia corporation (“Meredian Bioplastics”; and together with Danimer Holdings, each a “Borrower” and collectively the “Borrowers”), Meredian, Inc., a Georgia corporation (“Meredian”), Danimer Scientific, L.L.C., a Georgia limited liability company “Danimer Scientific”), Danimer Bioplastics, Inc., a Georgia corporation (“Danimer Bioplastics”), Danimer Scientific Kentucky, Inc., a Delaware corporation (“Danimer Kentucky”), and Novomer, Inc., a Delaware corporation (“Novomer”; together with Meredian, Danimer Scientific, Danimer Bioplastics, Danimer Kentucky and with any other Person that at any time after the date hereof becomes a Guarantor, each a “Guarantor” and collectively, the “Guarantors”, and together with the Borrowers, the “Loan Parties”), the Lenders party thereto, and Southeast Community Development Fund X, L.L.C., a Delaware limited liability company, as Administrative Agent (“Administrative Agent”).

RECITALS:

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby specifically acknowledged, the parties hereby covenant and agree as follows:

4875-5952-5200 v15

(iii) Administrative Agent and Lenders are and shall be entitled to the rights, remedies and benefits provided for in the Loan Documents and pursuant to applicable law, but subject to the terms and conditions of this Agreement.

(i) a modification or alteration of the terms, conditions or covenants of the Loan Agreement or any other Loan Document, or (ii) a waiver, release or limitation upon the exercise by Administrative Agent or any Lender of any of its rights, legal or equitable, thereunder.

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“Benchmark Replacement” shall mean the sum of: (a) such alternate benchmark rate that has been selected by the Administrative Agent at the direction of the Required Lenders as the replacement for SOFR or such other then-current benchmark, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current benchmark for U.S. dollar-denominated syndicated or bilateral credit facilities at such time and (b) the Benchmark Replacement Adjustment; provided, that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero.

“Benchmark Replacement Adjustment” means, with respect to any replacement of SOFR with an alternate benchmark rate determined under clause (a) of the definition of “Benchmark Replacement”, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent at the direction of the Required Lenders, giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of SOFR with such alternate benchmark rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of SOFR with such alternate benchmark rate for U.S. dollar-denominated syndicated or bilateral credit facilities at such time.

“Default Rate” means an interest rate equal to the sum of: (a) the Average SOFR Rate plus the Applicable Margin (or any Benchmark Replacement that may be in effect); plus (b) two percent (2%), calculated on a per annum basis.

“Maturity Date” means, subject to the provisions hereof, June 24, 2024.

“Account Escrow Agreement” means any escrow agreement for the Pledged Account, executed by Truist Bank as the escrow agent (together with any successor escrow agent, the “Escrow Agent”), Borrowers as the company, and the Administrative Agent as the secured party, in substantially the form provided by such Escrow Agent and satisfactory to the Administrative Agent in its reasonable discretion.

“Average SOFR Rate” means, as of the first day of each calendar month, the rate per annum determined by Lender as the compounded average of SOFR over a rolling calendar day period of thirty (30) days (“30-Day SOFR Average”) on such date as such rate is published on the SOFR Administrator’s Website. Notwithstanding the foregoing, in no event shall the Average SOFR Rate be deemed to be less than zero. Administrative Agent’s internal records regarding applicable interest rates shall be determinative in the

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absence of manifest error.

“Pledged Account” has the meaning given to such term in Section 3.06. “SOFR” with respect to any day means the secured overnight financing rate

published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the SOFR Administrator’s Website.

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor thereto.

Section 3.06 CASH COLLATERAL.

On March 16, 2023, Borrowers shall have established at Truist Bank, and shall fund and maintain at all times from and after such date, the following escrow account which shall be funded in the following amount: an escrow account styled “Danimer Scientific Holdings GARJA Loan Account”, which account shall hold a cash deposit made by Danimer Scientific Holdings, LLC in the outstanding principal balance of

$5,612,549.70 (the “Pledged Account”). Borrowers hereby grant to the Administrative Agent for the benefit of the Lenders a continuing first priority security interest in the Pledged Account and all amounts credited thereto to secure the GARJA Loan and any and all other Obligations owing from time to time by the Loan Parties under any Loan Document. The Pledged Account shall at all times be subject to an Account Escrow Agreement. Upon the occurrence and during the continuation of any Event of Default, the Administrative Agent may exercise its rights under the Account Escrow Agreement, including without limitation, applying the deposits credited to the Pledged Account to the Obligations as provided in this Section 3.06. The Pledged Account shall constitute Collateral and the Account Escrow Agreement shall constitute a Loan Document, and the Administrative Agent shall, without limitation, have all of the rights and remedies with respect to the Pledged Account that it has with regard to any other Collateral. No other Person shall at any time have a Lien in the Pledged Account, other than the Administrative Agent. Borrowers shall pay when due all of the Escrow Agent’s fees and expenses from time to time, including those on Exhibit C to the Account Escrow

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Agreement. Any indemnity obligation or liability incurred by the Administrative Agent or any Lender under the Escrow Agreement will be included in the Obligations.

(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, for so long as the Pledged Account is maintained, the Loan Parties and their Subsidiaries shall not be required to comply with the specific financial covenants contained in subsections (a), (b) and (c) of this Section 6.13.

[Reserved.]

5.05 titled Certain Litigation, delivered herewith and attached hereto as Exhibit A, all representations and warranties of each Loan Party contained in the Loan Agreement and in each other Loan Document are true and correct in all material respects (except to the extent such representations and warranties expressly refer to an earlier or specified date, in which case they are true and correct in all material respects as of such earlier or specified date).

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expenses, charges or expenses of Administrative Agent and the reasonable fees, charges and disbursements of counsel for Administrative Agent.

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communications with respect hereto. This Agreement may not be amended except in accordance with the provisions of the Loan Agreement.

[Remainder of page intentionally left blank.]

Amendment No. Five to LSA (Danimer/SECDF X/PIFS)

In Witness Whereof, the parties hereto have duly executed and delivered this Agreement as of the date first written above.

BORROWERS:

DANIMER SCIENTIFIC HOLDINGS, LLC MEREDIAN BIOPLASTICS, INC.

By: /s/ Michael A. Hajost By: /s/ Michael A. Hajost

Name: Michael A. Hajost Name: Michael A. Hajost

Title: Vice President and Treasurer Title: Vice President and Treasurer

GUARANTORS:

MEREDIAN, INC. DANIMER SCIENTIFIC, L.L.C.

By: /s/ Michael A. Hajost By: /s/ Michael A. Hajost

Name: Michael A. Hajost Name: Michael A. Hajost

Title: Vice President and Treasurer Title: Vice President and Treasurer

DANIMER BIOPLASTICS, INC. DANIMER SCIENTIFIC KENTUCKY, INC.

By: /s/ Michael A. Hajost By: /s/ Michael A. Hajost

Name: Michael A. Hajost Name: Michael A. Hajost

Title: Vice President and Treasurer Title: Vice President and Treasurer

NOVOMER, INC.

By: /s/ Michael A. Hajost

Name: Michael A. Hajost

Title: Vice President and Treasurer

[Signatures continue on following page]

Amendment No. Five to LSA (Danimer/SECDF X/PIFS)

Administrative Agent:

SOUTHEAST COMMUNITY DEVELOPMENT FUND X, L.L.C.,
a Delaware limited liability company

By: Advantage Capital Community Development Fund, L.L.C., its Managing Member

By: /s/ Gabriel Rosen

Name: Gabriel Rosen

Title: Authorized Person

LenderS:

Southeast Community Development Fund X, L.L.C.,

a Delaware limited liability company

By: Advantage Capital Community Development Fund, L.L.C., its Managing Member

By: /s/ Gabriel Rosen

Name: Gabriel Rosen

Title: Authorized Person

Amendment No. Five to LSA (Danimer/SECDF X/PIFS)

RATIFICATION BY GUARANTOR

The undersigned, Meredian Holdings Group, Inc., a Delaware corporation (“Parent”), hereby states as follows to and for the benefit of Administrative Agent and each Lender, in each case as of the date hereof:

Capitalized terms used herein and not defined herein shall have the meaning given to such terms in the Loan Agreement (as defined in the foregoing Amendment No. Five to Loan and Security Agreement).

Dated: March 16, 2023

[Signature on following page]

PARENT:

MEREDIAN HOLDINGS GROUP, INC.

By: /s/ Michael A. Hajost

Name: Michael A. Hajost

Title: Vice President and Treasurer

4875-5952-5200 v15

Exhibit 10.2

$130,000,000

FINANCING AGREEMENT

dated as of March 17, 2023

among

DANIMER SCIENTIFIC, INC.

as Borrower,

THE PERSONS FROM TIME TO TIME PARTY HERETO,

as Guarantors,

VARIOUS LENDERS FROM TIME TO TIME PARTY HERETO

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND INTERPRETATION 1

Section 1.1. Definitions 1

Section 1.2. Accounting and Other Terms 49

Section 1.3. Interpretation, etc 50

Section 1.4. Time References 51

ARTICLE II LOANS 51

Section 2.1. Term Loans 51

Section 2.2. Protective Advances 52

Section 2.3. Pro Rata Shares; Availability of Funds 53

Section 2.4. Use of Proceeds 54

Section 2.5. Evidence of Debt; Register; Lenders’ Books and Records; Notes 54

Section 2.6. Interest 55

Section 2.7. Default Interest 55

Section 2.8. Payments Prior to Maturity 55

Section 2.9. Mandatory Prepayments 57

Section 2.10. Application of Prepayments 59

Section 2.11. General Provisions Regarding Payments 59

Section 2.12. Ratable Sharing 62

Section 2.13. Increased Costs; Capital Adequacy 62

Section 2.14. Taxes; Withholding, etc 64

Section 2.15. Obligation to Mitigate 67

Section 2.16. Collateral Accounts 68

ARTICLE III CONDITIONS PRECEDENT 72

Section 3.1. Conditions to Credit Extension on the Closing Date 72

ARTICLE IV REPRESENTATIONS AND WARRANTIES 77

Section 4.1. Organization; Requisite Power and Authority; Qualification 77

Section 4.2. Capital Stock and Ownership 77

Section 4.3. Due Authorization 77

Section 4.4. No Conflict 77

Section 4.5. Governmental Consents 78

Section 4.6. Binding Obligation 78

Section 4.7. Historical Financial Statements 78

Section 4.8. No Material Adverse Effect 78

Section 4.9. Adverse Proceedings, etc 78

Section 4.10. Payment of Taxes 79

Section 4.11. Properties 79

Section 4.12. Environmental Matters 80

Section 4.13. No Defaults 80

Section 4.14. Material Contracts 81

Section 4.15. Investment Company Act 81

Section 4.16. Margin Stock 81

Section 4.17. Employee Matters 81

Section 4.18. Employee Benefit Plans 81

Section 4.19. Certain Fees 82

Section 4.20. Compliance with Organizational Documents and Statutes 82

Section 4.21. Intellectual Property 82

Section 4.22. Equipment 82

Section 4.23. Customers and Suppliers 82

ii

Section 4.24. Insurance 83

Section 4.25. Common Enterprise 83

Section 4.26. Permits, Etc 83

Section 4.27. Bank Accounts and Securities Accounts 83

Section 4.28. Security Interests 83

Section 4.29. Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions 84

Section 4.30. Disclosure 84

Section 4.31. Indebtedness 85

Section 4.32. Use of Proceeds 85

Section 4.33. Solvency 85

ARTICLE V AFFIRMATIVE COVENANTS 85

Section 5.1. Financial Statements and Other Reports 86

Section 5.2. Existence 93

Section 5.3. Payment of Taxes and Claims 93

Section 5.4. Maintenance of Properties 93

Section 5.5. Insurance 94

Section 5.6. Inspections; Books and Records 94

Section 5.7. Private Lenders Meetings and Conference Calls 95

Section 5.8. Compliance with Laws 95

Section 5.9. Environmental 96

Section 5.10. Subsidiaries 96

Section 5.11. Material Real Estate Assets 97

Section 5.12. Location of Equipment 97

Section 5.13. Further Assurances 98

Section 5.14. Miscellaneous Business Covenants 98

iii

Section 5.15. Post-Closing Matters 101

Section 5.16. AON Insurance Policy 101

Section 5.17. [Intentionally omitted] 101

Section 5.18. Changes to Capital Structure 101

Section 5.19. Convertible Notes 101

Section 5.20. Trade Secrets Lockbox Deposit 102

Section 5.21. Existing GARJA Loan Payoff 102

ARTICLE VI NEGATIVE COVENANTS 102

Section 6.1. Indebtedness 103

Section 6.2. Liens 103

Section 6.3. Equitable Lien 103

Section 6.4. No Further Negative Pledges 103

Section 6.5. Restricted Junior Payments 103

Section 6.6. Restrictions on Subsidiary Distributions 105

Section 6.7. Investments 106

Section 6.8. Interest Reserve Account 106

Section 6.9. Fundamental Changes; Disposition of Assets; Acquisitions 106

Section 6.10. Disposal of Subsidiary Interests 108

Section 6.11. Sales and Lease Backs 109

Section 6.12. Transactions with Affiliates 109

Section 6.13. Conduct of Business 110

Section 6.14. Changes to Certain Agreements and Organizational Documents 112

Section 6.15. Accounting Methods 112

Section 6.16. Deposit Accounts and Securities Accounts 112

Section 6.17. Prepayments of Certain Indebtedness; Timely Payment in the Ordinary Course of Business 113

iv

Section 6.18. Anti-Terrorism Laws, Anti-Corruption Laws, Sanctions 113

Section 6.19. Bankruptcy Remote 113

Section 6.20. Unrestricted Subsidiaries 114

Section 6.21. Existing Term Loan Deposit Accounts 115

ARTICLE VII GUARANTY 115

Section 7.1. Guaranty of the Obligations 115

Section 7.2. Contribution by Guarantors 115

Section 7.3. Payment by Guarantors 116

Section 7.4. Liability of Guarantors Absolute 116

Section 7.5. Waivers by Guarantors 118

Section 7.6. Guarantors’ Rights of Subrogation, Contribution, etc 118

Section 7.7. Subordination of Other Obligations 119

Section 7.8. Continuing Guaranty 119

Section 7.9. Authority of Guarantors or Borrower 119

Section 7.10. Financial Condition of Borrower 119

Section 7.11. Bankruptcy, etc 120

Section 7.12. Discharge of Guaranty upon Sale of Guarantor 120

Section 7.13. Limitation 121

ARTICLE VIII EVENTS OF DEFAULT 122

Section 8.1. Events of Default 122

ARTICLE IX AGENTS 126

Section 9.1. Appointment 126

Section 9.2. Nature of Duties; Delegation 127

Section 9.3. Successor Agent 130

Section 9.4. Nonreliance on Agents; Lender Consent 132

v

Section 9.5. Collateral Matters 132

Section 9.6. Administrative Agent May File Proofs of Claim 134

Section 9.7. No Third-Party Beneficiaries 135

Section 9.8. Right to Indemnity 135

Section 9.9. Agency for Perfection 136

Section 9.10. Erroneous Payments 137

Section 9.11. Delivery of Notices to Securitization Trustee 139

ARTICLE X MISCELLANEOUS 140

Section 10.1. Notices 140

Section 10.2. Expenses 141

Section 10.3. Indemnity 142

Section 10.4. Set-Off 143

Section 10.5. Amendments and Waivers 143

Section 10.6. Successors and Assigns; Participations 146

Section 10.7. Independence of Covenants 150

Section 10.8. Survival of Representations, Warranties and Agreements 151

Section 10.9. No Waiver; Remedies Cumulative 151

Section 10.10. Marshalling; Payments Set Aside 151

Section 10.11. Severability 151

Section 10.12. Obligations Several 151

Section 10.13. Headings 152

Section 10.14. APPLICABLE LAW 152

Section 10.15. CONSENT TO JURISDICTION 152

Section 10.16. WAIVER OF JURY TRIAL 153

Section 10.17. Confidentiality 153

vi

Section 10.18. Usury Savings Clause 154

Section 10.19. Counterparts 155

Section 10.20. Effectiveness 155

Section 10.21. PATRIOT Act Notice 155

Section 10.22. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 155

Section 10.23. AON Insurance Policy Refund 156

Section 10.24. Entire Agreement 156

vii

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FINANCING AGREEMENT

This FINANCING AGREEMENT dated as of March 17, 2023, is entered into by and among DANIMER SCIENTIFIC, INC., a Delaware corporation (“Borrower”), as borrower, and certain Subsidiaries of Borrower from time to time party hereto (collectively, the “Guarantors” and each, a “Guarantor”), as guarantors, the Lenders from time to time party hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION and its permitted successors to serve as administrative agent and collateral agent under the Loan Documents (in such capacities, the “Administrative Agent” and the “Collateral Agent”, as applicable, and from time to time referred to herein without differentiation as an “Agent” and, collectively as the “Agents”).

W I T N E S S E T H:

WHEREAS, capitalized terms used in the preamble or these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend a credit facility to Borrower consisting of term loans in the aggregate principal amount of $130,000,000, the proceeds of which will be used as described in Section 2.4 and which will be disbursed in one draw on the Closing Date;

WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien on the Collateral owned by Borrower; and

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien on the Collateral owned by Guarantors.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

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“Existing GARJA Loan” means that portion of the Existing Term Loan having an initial principal loan amount of $5,499,980.00 and for which Danimer Scientific Holdings, LLC is the borrower and Southeast Community Development Fund X, L.L.C. is the lender.

“Existing GARJA Loan Payoff Date” shall have the meaning set forth in Section 5.21.

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“Narrative Report Notice” has the meaning specified in Section 5.7(b).

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“Threshold Amount” means $2,000,000.

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“Unrestricted Subsidiary” means (i) each of Meredian Bioplastics, Inc., Firtill Investments sp. z. o.o., and as of the ninety-first (91st) day following receipt of the DSKY NMTC Consents, Novomer, Inc., (ii) any newly created Subsidiary that is wholly owned by an Unrestricted Subsidiary and (iii) any newly created Subsidiary of a Loan Party into which an Unrestricted Subsidiary transfers all or a portion of its assets, and which such newly created Subsidiary (a) engages in a line of business in which the transferring Unrestricted Subsidiary is engaged in or is reasonably related to or an extension thereof and (b) immediately prior to such transfer and at the time thereof, does not own any assets (other than de minimis assets necessary for the formation of such Subsidiary) or owe any liabilities.

“Warrant” means that certain Warrant to Purchase Common Stock, dated March 17, 2023, made by Borrower and Jefferies Funding LLC.

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first, ratably to pay the Obligations in respect of any fees (other than any Specified Premium), expense reimbursements, indemnities and other amounts then due and payable (including, without limitation, the fees, charges and disbursements of counsel) to the Agents until paid in full;

second, ratably to pay interest then due and payable in respect of Protective Advances until paid in full;

third, ratably to pay principal of Protective Advances then due and payable until paid in full;

fourth, ratably to pay the Obligations in respect of any fees (other than any Specified Premium) and indemnities then due and payable to the Lenders until paid in full;

fifth, interest then due and payable in respect of the Term Loan until paid in full, provided that the proceeds of the Interest Reserve Account shall be applied only to Term Loan interest;

sixth, ratably to pay principal of the Term Loan until paid in full in Cash in Dollars;

seventh, ratably to pay the Obligations in respect of any Specified Premium then due and payable to the Lenders until paid in full in Cash in Dollars;

eighth, to the ratable payment of all other Obligations then due and payable until paid in full in Cash in Dollars; and

last, the balance, if any, after all of the Obligations (other than inchoate indemnity obligations) have been paid in full, to Borrower or as otherwise required by Law as directed by a court of competent jurisdiction.

For avoidance of doubt, the proceeds of the Interest Reserve Account in all events shall be applied only to timely payment Term Loan interest until the Term Loans have been repaid in full, and following such repayment in full of the Term Loans, and any remaining proceeds of the Interest Reserve Account shall be applied as set forth in this clause (g) above.

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