v3.24.3
Equity
 9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Equity

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.