Origin Materials Inc SEC Filings

Origin Materials, Inc. is offering up to $100,000,000 in original principal amount of senior secured convertible notes, together with shares of common stock issuable upon conversion or repayment of the notes. The notes carry a 10% original issue discount, no cash interest unless there is an event of default, and mature 30 months after the month‑end of each closing. They are initially convertible at $0.62616 per share, with monthly amortization starting December 1, 2025 that can be paid in cash or stock, subject to a floor conversion price of $0.10152 and volume‑based formulas. An initial $16.7 million tranche will be issued, with up to $83.3 million more available in additional closings if trading, market cap, cash and shareholder‑approval conditions are met. Net proceeds, estimated at about $89.5 million if all notes are sold, are earmarked for working capital, capital equipment and general corporate purposes. The notes are senior secured by substantially all personal property assets, include strict cash‑minimum covenants, and can be redeemed at a 110% premium upon events of default or change of control. Shares from conversions could be highly dilutive and, together with existing warrants and options, may pressure the ORGN share price, which is already at risk of Nasdaq delisting due to failure to meet the $1.00 minimum bid price.

Origin Materials, Inc. entered into a securities purchase agreement with an institutional investor for up to $100.0 million in senior secured convertible notes with a 10% original issue discount. The notes are zero-coupon (except on default), mature 30 months after the relevant closing month-end, and are initially convertible into common stock at $0.62616 per share, subject to customary anti-dilution adjustments.

The company expects an initial closing issuing $16.7 million in principal amount of notes for $15.0 million in proceeds and may issue up to an additional $83.3 million in tranches, subject to conditions and stockholder approval for issuances above 19.99% of current shares. Monthly amortization starts December 1, 2025, payable in cash or stock at a formula price with a floor of $0.10152. The notes are secured by a first-priority lien on substantially all personal property, include financial and governance-related default triggers, and can be accelerated at 110% of amounts due with 12% default interest.

Origin Materials, Inc. reported Q3 2025 results showing lower sales and continued losses alongside a going concern warning. Total revenues were $4.657 million for Q3 2025 versus $8.202 million a year ago, with a net loss of $16.382 million (basic and diluted EPS $0.11 loss). For the nine months ended September 30, 2025, revenues were $15.900 million and net loss was $55.570 million.

As of September 30, 2025, cash, cash equivalents, and marketable securities totaled $54.3 million, and the company used $23.872 million in operating cash year‑to‑date. Management disclosed that these conditions raise substantial doubt about continuing as a going concern and noted it is evaluating financing and strategic options. Year‑to‑date results include an impairment of assets of $16.820 million and a gain of $4.048 million from changes in the fair value of common stock warrants. The top two customers accounted for approximately 100% of Q3 2025 revenue.

Origin Materials, Inc. (ORGN) filed an 8-K stating it furnished a press release announcing financial results for the year ended September 30, 2025. The release, dated November 13, 2025, is attached as Exhibit 99.1.

The company noted the information under Item 2.02 and Exhibit 99.1 is being furnished, not filed, which limits its use under certain securities law provisions. No financial figures are included in this notice; details are contained in the accompanying press release.

Origin Materials (ORGN) reported an insider transaction by CFO and COO Matthew T. Plavan. On 11/03/2025, he sold 150,000 shares of common stock at a weighted-average price of $0.55.

The filing states the sales were executed to cover tax withholding obligations related to RSU vesting via a “sell to cover” and were not discretionary. Following the transaction, Plavan beneficially owned 1,360,231 shares, held directly.

Origin Materials, Inc. disclosed that it executed a Guaranty dated September 22, 2025 that became effective on October 7, 2025 in favor of Starlinger. The Guaranty commits the company to guarantee Closures' performance and payment under a related promissory note, including accrued interest and certain costs Starlinger may incur to protect its security interest or to cover damages and obligations arising from a default. The filing states the descriptions are qualified in full by the Note and Guaranty, which are filed as exhibits.

Origin Materials, Inc. received notice from Nasdaq on October 7, 2025 that the exchange has given the company an additional 180-day period, until April 6, 2026, to regain compliance with the Nasdaq Capital Market minimum bid rule. The extension was granted because the company meets Nasdaq's market value of publicly held shares requirement and other initial listing standards, but remains below the $1.00 minimum closing bid threshold. To cure the deficiency the closing bid price must be at least $1.00 per share for 10 consecutive business days within the extension window; the company noted a potential reverse stock split as one remedy. If compliance is not achieved by April 6, 2026, Nasdaq will notify the company of delisting and the company may seek review by a Nasdaq hearings panel, with no assurance of a successful appeal.

Craig A. Rogerson, a director of Origin Materials, Inc. (ORGN), received 31,334 shares of Common Stock on 09/30/2025 as restricted stock units (RSUs) elected in lieu of cash compensation. The RSUs were calculated using the closing share price on 09/30/2025 of $0.5186 per share. Each RSU represents the contingent right to one share and the RSUs are fully vested on the grant date. The Reporting Person beneficially owned 527,382 shares of Common Stock following the reported transaction.

The Reporting Person elected, via a Deferral Election Form, to defer the actual receipt of the shares to a future date. The Form 4 was signed by an attorney-in-fact on 10/01/2025.

Origin Materials, Inc. (ORGN) director John Hickox reported the acquisition of 36,155 shares of Common Stock on 09/30/2025. These shares represent restricted stock units (RSUs) granted in lieu of cash compensation for the quarter ended September 30, 2025, calculated using the closing price of $0.5186 on that date. Each RSU converts to one share and the RSUs were fully vested at grant, but the reporting person elected to defer receipt to a future date. After the reported transaction, Hickox beneficially owns 836,156 shares. The Form 4 was signed on 10/01/2025 by an attorney-in-fact.