DANIMER SCIENTIFIC, INC. Item 1.01 Entry into a Material Definitive Agreement.
Lock-Up Agreement
In connection with the transactions contemplated by the Merger Agreement (the
"Transactions"), on
The foregoing description of the Lock-Up Agreement is qualified in its entirety by the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 4.4 and incorporated herein by reference.
Indemnification Agreements
In connection with the Transactions, on
The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.
At a special meeting of stockholders of the Company held on
2
As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:
? approximately 85,724,570 shares of Common Stock; and
? approximately 16,000,000 warrants, each exercisable for one share of Common
Stock at a price of
FORM 10 INFORMATION
Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company that owns all of the equity interests in Legacy Danimer.
Cautionary Note Regarding Forward-Looking Statements
The Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.
These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any . . .
Item 3.02 Unregistered Sales of
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02
The securities issued in connection with the Subscription Agreements have not been registered under the Securities Act of 1933 (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant.
On
Withum's report on the Company's balance sheet as of
During the period from
9
During the period from
The Company has provided Withum with a copy of the disclosures made by the
Company in response to this Item 4.01 and has requested that Withum furnish the
Company with a letter addressed to the
Item 5.01 Changes in Control of the Registrant.
The information set forth in the section entitled "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the sections entitled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Special Meeting, the stockholders of the Company considered and approved
the 2020 Plan. The 2020 Plan was previously approved, subject to stockholder
approval, by the Compensation Committee of the Board on
A description of the 2020 Plan is included in the Proxy Statement in the section entitled "Proposal No. 5-The Equity Incentive Plan Proposal" beginning on page 111 of the Proxy Statement, which is incorporated herein by reference. The foregoing description of the 2020 Plan is qualified in its entirety by the full text of the 2020 Plan, as well as the Forms of Stock Option Agreement and Restricted Stock Agreement under the 2020 Plan which are attached hereto as Exhibit 10.3, Exhibit 10.29 and Exhibit 10.30, respectively, and incorporated herein by reference.
At the Special Meeting, the stockholders of the Company considered and approved
the
A description of the 2020 ESPP is included in the Proxy Statement in the section entitled "Proposal No. 6-The Employee Stock Purchase Plan Proposal" beginning on page 117 of the Proxy Statement, which is incorporated herein by reference. The foregoing description of the 2020 ESPP is qualified in its entirety by the full text of the 2020 ESPP, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
10
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company's capital stock are included in the Proxy Statement under the sections entitled "Proposal No. 2-The Charter Amendment Proposal" beginning on page 104 and "Description of Live Oak's Securities-Certain Anti-Takeover Provisions of Delaware Law" beginning on page 190 of the Proxy Statement, which are incorporated herein by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Merger, which fulfilled the definition of a business combination as required by the Third Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Business Combination Agreement are included in the Proxy Statement in the sections entitled "The Business Combination" beginning on page 69 and "The Merger Agreement" beginning on page 82 of the Proxy Statement, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The historical audited consolidated financial statements of Legacy Danimer as of
and for the years ended
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet as of
11
(d) Exhibits.
Exhibit No. Description
2.1+ Agreement and Plan of Merger, dated as of October 3, 2020 , by and
among Live Oak, Merger Sub, Legacy Danimer, Live Oak Sponsor Partners ,
LLC, as representative for Live Oak, for certain purposes described in
the Merger Agreement and John A. Dowdy , Jr., as representative of the
shareholders of Legacy Danimer for certain purposes described in the
Merger Agreement (incorporated by reference to Exhibit 2.1 to Current
Report on Form 8-K (Commission File No. 001-39280) filed on October 5,
2020 ).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of October
8, 2020 , by and among Live Oak, Merger Sub, Legacy Danimer, Live Oak
Sponsor Partners, LLC and John A. Dowdy , Jr. (incorporated by reference
to Exhibit 2.2 to Current Report on Form 8-K (Commission File No.
001-39280) filed on October 9, 2020 )
2.3 Amendment No. 2 to Agreement and Plan of Merger, dated as of December
11, 2020 , by and among Live Oak, Merger Sub, Legacy Danimer, Live Oak
Sponsor Partners, LLC and John A. Dowdy , Jr. (incorporated by reference
to Exhibit 2.3 to Current Report on Form 8-K (Commission File No.
001-39280) filed on December 14, 2020 )
3.1 Fourth Amended and Restated Certificate of Incorporation of the
Company.
3.2 Amended and Restated Bylaws of the Company.
4.1 Form of Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-1 (File
No. 333-236800) (as amended, the "S-1")).
4.2 Form of Warrant of the Company (incorporated by reference to Exhibit
4.3 to the S-1).
4.3 Warrant Agreement, dated May 5, 2020 by and between the Company and
Continental Stock Transfer & Trust Company , as warrant agent
(incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K (Commission File No. 001-39280) filed on May 11, 2020 ).
4.4 Form of Lock-Up Agreement by and among Live Oak Acquisition Corp. and
certain stockholders of Legacy Danimer (incorporated by reference to
Exhibit B attached to Exhibit 2.1 to Current Report on Form 8-K
(Commission File No. 001-39280) filed on October 5, 2020 ).
10.1 Form of Subscription Agreement (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K (Commission File No. 001-39280)
filed on October 5, 2020 ).
10.2# Form of Indemnification Agreement by and between the Company and its
directors and officers.
10.3# Danimer Scientific, Inc. 2020 Long-Term Incentive Plan (incorporated
by reference to Annex C to the Proxy Statement/Prospectus on Form 424B3
(File No. 333-249691) filed on December 16, 2020 (the "424B3")).
10.4# Danimer Scientific, Inc. Employee Stock Purchase Plan (incorporated
by reference to Annex D to the 424B3).
10.5# Employment Agreement, by and between Live Oak Acquisition Corp. and
Stephen E. Croskrey , dated October 3, 2020 (incorporated by reference to
Exhibit 10.4 to the Registration Statement on Form S-4 (File No.
333-249691) (as amended, the "S-4")).
10.6# Consulting Agreement, by and between Live Oak Acquisition Corp. and
Stuart Pratt , dated October 3, 2020 (incorporated by reference to
Exhibit 10.5 to the S-4).
10.7# Amended and Restated Employment Agreement by and between Meredian
Holdings Group, Inc. and John A. Dowdy , III, dated August 31, 2020
(incorporated by reference to Exhibit 10.6 to the S-4).
10.8# Amended and Restated Employment Agreement by and between Meredian
Holdings Group, Inc. and Michael Smith , dated August 31, 2020
(incorporated by reference to Exhibit 10.7 to the S-4).
12
Exhibit No. Description
10.9# Amended and Restated Employment Agreement by and between Meredian
Holdings Group, Inc. and Scott Tuten , dated August 31, 2020
(incorporated by reference to Exhibit 10.8 to the S-4).
10.10# Amended and Restated Employment Agreement by and between Meredian
Holdings Group, Inc. and Phillip Van Trump , dated August 31, 2020
(incorporated by reference to Exhibit 10.9 to the S-4).
10.11 Non-Competition and Non-Solicitation Agreement, dated October 3, 2020 ,
by and between Live Oak Acquisition Corp. and Michael Smith
(incorporated by reference to Exhibit 10.11 to the S-4)
10.12* Non-Competition and Non-Solicitation Agreement, dated October 3, 2020 ,
by and between Live Oak Acquisition Corp. and Scott Tuten (incorporated
by reference to Exhibit 10.12 to the S-4).
10.13* Non-Competition and Non-Solicitation Agreement, dated October 3, 2020 ,
by and between Live Oak Acquisition Corp. and Phillip Van Trump
(incorporated by reference to Exhibit 10.13 to the S-4).
10.14* Non-Competition and Non-Solicitation Agreement, dated October 3, 2020 ,
by and between Live Oak Acquisition Corp. and Stuart Pratt (incorporated
by reference to Exhibit 10.14 to the S-4).
10.15* Non-Competition and Non-Solicitation Agreement, dated October 3, 2020 ,
by and between Live Oak Acquisition Corp. and Stephen E. Croskrey
(incorporated by reference to Exhibit 10.15 to the S-4).
10.16* Non-Competition and Non-Solicitation Agreement, dated October 3, 2020 ,
by and between Live Oak Acquisition Corp. and John A. Dowdy , III
(incorporated by reference to Exhibit 10.16 to the S-4).
10.17* Loan Agreement, dated as of April 25, 2019 , by and among Carver
Development CDE VI, LLC , ST CDE LXII, LLC , and Danimer Scientific
Manufacturing, Inc. (incorporated by reference to Exhibit 10.17 to the
S-4).
10.18 QLICI Loan and Security Agreement dated as of November 7, 2019 , by and
between Danimer Scientific Kentucky, Inc. and AMCREF Fund 51, LLC
(incorporated by reference to Exhibit 10.18 to the S-4).
10.19* Loan and Security Agreement, dated as of March 13, 2019 , among Danimer
Scientific Holdings , LLC and Meredian Bioplastics, Inc. , as borrowers,
Meredian, Inc , Danimer Scientific, L.L.C. , Danimer Bioplastics, Inc. and
Danimer Scientific Kentucky, Inc. , as guarantors, the lenders party
thereto and Southeast Community Development Fund X, L.L.C. , as
administrative agent (incorporated by reference to Exhibit 10.19 to the
S-4).
10.20* Amendment No. One to Loan and Security Agreement, dated as of October
2, 2020 , among Danimer Scientific Holdings, LLC and Meredian
Bioplastics, Inc. , as borrowers, Meredian, Inc , Danimer Scientific,
L.L.C. , Danimer Bioplastics, Inc. and Danimer Scientific Kentucky, Inc. ,
as guarantors, the lenders party thereto and Southeast Community
Development Fund X, L.L.C. , as administrative agent (incorporated by
reference to Exhibit 10.20 to Form S-4).
10.21* Loan and Security Agreement, dated as of March 13, 2019 , by and among
Danimer Scientific Holdings, LLC , Meredian, Inc. , Danimer Scientific,
L.L.C. , Danimer Scientific Kentucky, Inc. , Meredian Bioplastics, Inc. ,
Danimer Bioplastics, Inc. , such additional borrowers party thereto, such
additional guarantors party thereto, the lenders party thereto, and
White Oak Global Advisors, LLC (incorporated by reference to Exhibit
10.21 to the S-4).
13
Exhibit No. Description
10.22 Consent and Modification under Loan and Security Agreement, dated as
of November 5, 2019 , by and among Danimer Scientific Holdings, LLC ,
Meredian, Inc. , Danimer Scientific, L.L.C. , Danimer Scientific Kentucky,
Inc. , Meredian Bioplastics, Inc. , Danimer Bioplastics, Inc. , such
additional borrowers party thereto, such additional guarantors party
thereto, the lenders party thereto, and White Oak Global Advisors, LLC .
(incorporated by reference to Exhibit 10.22 to the S-4).
10.23 Consent and Modification under Loan and Security Agreement, dated as
of December 18, 2019 , by and among Danimer Scientific Holdings, LLC ,
Meredian, Inc. , Danimer Scientific, L.L.C. , Danimer Scientific Kentucky,
Inc. , Meredian Bioplastics, Inc. , Danimer Bioplastics, Inc. , such
additional borrowers party thereto, such additional guarantors party
thereto, the lenders party thereto, and White Oak Global Advisors, LLC .
(incorporated by reference to Exhibit 10.23 to the S-4).
10.24 Consent and Modification under Loan and Security Agreement, dated as
of January 23, 2020 , by and among Danimer Scientific Holdings, LLC ,
Meredian, Inc. , Danimer Scientific, L.L.C. , Danimer Scientific Kentucky,
Inc. , Meredian Bioplastics, Inc. , Danimer Bioplastics, Inc. , such
additional borrowers party thereto, such additional guarantors party
thereto, the lenders party thereto, and White Oak Global Advisors, LLC
(incorporated by reference to Exhibit 10.43 to the S-4).
10.25 Consent and Modification under Loan and Security Agreement, dated as
of March 27, 2020 , by and among Danimer Scientific Holdings, LLC ,
Meredian, Inc. , Danimer Scientific, L.L.C. , Danimer Scientific Kentucky,
Inc. , Meredian Bioplastics, Inc. , Danimer Bioplastics, Inc. , such
additional borrowers party thereto, such additional guarantors party
thereto, the lenders party thereto, and White Oak Global Advisors, LLC
(incorporated by reference to Exhibit 10.25 to the S-4).
10.26 Consent and Modification under Loan and Security Agreement, dated as
of May 14, 2020 , by and among Danimer Scientific Holdings, LLC ,
Meredian, Inc. , Danimer Scientific, L.L.C. , Danimer Scientific Kentucky,
Inc. , Meredian Bioplastics, Inc. , Danimer Bioplastics, Inc. , such
additional borrowers party thereto, such additional guarantors party
thereto, the lenders party thereto, and White Oak Global Advisors, LLC
(incorporated by reference to Exhibit 10.26 to the S-4).
10.27 Consent and Modification under Loan and Security Agreement, dated as
of July 13, 2020 , by and among Danimer Scientific Holdings, LLC ,
Meredian, Inc. , Danimer Scientific, L.L.C. , Danimer Scientific Kentucky,
Inc. , Meredian Bioplastics, Inc. , Danimer Bioplastics, Inc. , such
additional borrowers party thereto, such additional guarantors party
thereto, the lenders party thereto, and White Oak Global Advisors, LLC
(incorporated by reference to Exhibit 10.27 to Form S-4).
10.28* Amended and Restated Master Lease Agreement, dated May 2020 , between
Store Capital Acquisitions, LLC and Meredian Holdings Group, Inc.
(incorporated by reference to Exhibit 10.28 to the S-4).
10.29# Form of Stock Option Agreement under the Danimer Scientific, Inc. 2020
Long-Term Incentive Plan.
10.30# Form of Restricted Stock Agreement under the Danimer Scientific, Inc.
2020 Long-Term Incentive Plan.
16.1 Letter from WithumSmith+Brown, PC to the Commission, dated January 5,
2021 .
+ The schedules and exhibits to this agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the
# Indicates management contract or compensatory plan or arrangement.
* Portions of this exhibit have been omitted in accordance with Item 601 of
Regulation S-K.
14© Edgar Online, source
