Welcome to our dedicated page for Origin Materials SEC filings (Ticker: ORGN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Origin Materials, Inc. filings document material events for a sustainable-materials technology company focused on PET caps and closures, specialty materials, and a patented biomass conversion platform. Recent Form 8-K disclosures cover operating and financial results, material agreements, governance matters, shareholder votes, and security-structure items involving common stock and warrants.
The filing record also documents amendments to the certificate of incorporation, a completed reverse stock split, special-meeting voting results, and restructuring actions tied to cost reductions and PET cap commercialization. These filings provide formal disclosure of capital-structure changes, board and stockholder approvals, exit or disposal activities, and financial reporting context.
Origin Materials, Inc. is asking stockholders to approve a complete liquidation and dissolution under an Amended and Restated Plan of Complete Liquidation and Dissolution. A virtual special meeting will be held on August 12, 2026 to vote on approving the Plan of Dissolution and a related adjournment authority.
The board has already discontinued substantially all commercial activities, terminated most employees, delisted the stock from Nasdaq, and filed a Form 15 to terminate reporting obligations. If stockholders approve and the board elects to proceed, Origin will sell remaining assets, pay or provide for all liabilities, establish a contingency reserve, and then make cash distributions.
The board currently estimates an initial liquidation distribution of between $0.61 and $3.54 per share, based on 5,503,087 shares outstanding as of July 8, 2026, but stresses that actual amounts and timing are uncertain and could be lower or zero. A contingency reserve of about $2.0 million is expected for unanticipated claims. After filing a Certificate of Dissolution, share transfers will stop and any distributions will be made only to holders of record on that final record date. Distributions are expected to be taxable as payments in exchange for shares.
Origin Materials, Inc. describes steps tied to its planned liquidation and going‑dark process, including delisting and governance changes. It filed Form 25 on June 22, 2026 to remove its common stock from Nasdaq, effective July 2, 2026, with deregistration under Section 12(b) to follow 90 days after that filing, and expects to file Form 15 by July 16, 2026 to terminate registration under Section 15(d), which will become effective 90 days later.
The company sold one share of Series A Junior Preferred Stock to General Counsel Joshua Lee for $0.01, giving that share a $0.01 liquidation preference and special voting rights at stockholder meetings on dissolution that mirror the aggregate vote of common shares present, while prohibiting transfers without board consent. The board also amended the bylaws so that one‑third of the voting power of shares entitled to vote now constitutes a quorum, and several directors will step down effective July 31, 2026 in connection with the dissolution.
Origin Materials, Inc. plans to liquidate and dissolve the company and is seeking stockholder approval of an Amended and Restated Plan of Complete Liquidation and Dissolution. The board unanimously determined, after an unsuccessful strategic review and inability to secure sufficient financing or a value-enhancing transaction, that continuing as a going concern is unlikely to yield more value than an orderly wind‑down.
If stockholders approve, the board may file a Certificate of Dissolution, cease normal operations, sell remaining assets, pay or reserve for all liabilities, and distribute remaining cash. The company currently estimates an initial liquidation distribution of between $0.61 and $3.54 per share of common stock, based on 5,503,087 shares outstanding as of July 8, 2026, but warns actual amounts could be lower or even zero depending on asset sale proceeds, expenses and creditor claims. A contingency reserve, initially estimated at about $2.0 million, will be established for known and unknown claims. After the “Final Record Date,” share transfers will stop and any distributions will be made only to holders of record on that date. The board may delay, amend, abandon, or even seek to revoke the dissolution if circumstances change.
Origin Materials, Inc. has filed a post-effective amendment to terminate its Form S-3 registration and remove from registration any remaining unsold Registered Securities. The Registration Statement had covered the resale of up to 2,966,082 shares of common stock and 11,326,667 warrants. The company announced a Plan of Dissolution on May 1, 2026, and the warrants terminated by their terms on June 24, 2026.
The Registrant states the Registration Statement declared effective on August 8, 2022 is being amended to reflect deregistration of unsold securities, and the post-effective amendment is signed by Interim CEO Matt Plavan on July 6, 2026.
Origin Materials, Inc. is filing a Post-Effective Amendment to terminate and deregister the remaining securities under its Form S-3 registration that originally allowed sales of up to $100,000,000 of debt, common stock, preferred stock and warrants. The Registration Statement was declared effective on August 26, 2025.
On May 1, 2026, the Board unanimously approved a Plan of Dissolution, subject to stockholder approval. The company states it is removing any unsold Registered Securities from registration and terminating the offering under Registration No. 333-289615. The Post-Effective Amendment is signed on July 6, 2026.
Origin Materials, Inc. reported the results of a special shareholder meeting where investors approved a plan to wind down the company. Stockholders voted in favor of a Plan of Complete Liquidation and Dissolution, authorizing management to liquidate and dissolve the company under this plan.
At the meeting, 2,123,179 shares were represented, equal to 38.58% of the 5,503,087 shares outstanding as of May 20, 2026, which constituted a quorum. The Dissolution Proposal received 2,043,101 votes for, 66,752 against, and 13,326 abstentions. Shareholders also approved an Adjournment Proposal, giving the Board discretionary authority to adjourn the meeting if needed to solicit additional proxies in support of the dissolution.
Origin Materials, Inc. notified Nasdaq of the removal from listing and/or registration of its warrants on the Nasdaq Stock Market LLC.
The notification cites compliance with 17 CFR 240.12d2-2 and related rules and was executed by Nasdaq representative Tara Petta.