Origin Materials (NASDAQ: ORGN) moves toward dissolution after Q1 2026 loss
Filing Impact
Filing Sentiment
Form Type
10-Q
Origin Materials reports a smaller Q1 2026 loss while preparing to wind down the business. Revenue fell sharply to $477,000 from $5.43 million a year earlier, driven by much lower product sales. Net loss narrowed to $17.65 million, compared with $26.44 million in Q1 2025.
The company ended the quarter with $32.6 million in cash, cash equivalents, and marketable securities and total assets of $135.1 million. Management concluded there is substantial doubt about its ability to continue as a going concern and is pursuing a Plan of Dissolution, subject to stockholder approval, alongside a major workforce reduction.
Positive
- None.
Negative
- Plan of Dissolution and going concern uncertainty: The Board unanimously approved a Plan of Dissolution, subject to stockholder approval, and management states there is substantial doubt about Origin’s ability to continue as a going concern based on its cash position and projected needs.
- Severe revenue decline and continued losses: Q1 2026 revenue dropped to $477,000 from $5.43 million in Q1 2025, while the company posted a net loss of $17.65 million and an accumulated deficit of $305.5 million.
Insights
Origin is transitioning from operating company to liquidation after ongoing losses.
Origin Materials generated only $477,000 of Q1 2026 revenue versus $5.43 million a year earlier, reflecting the effective halt of its prior growth strategy. Net loss was $17.65 million, and accumulated deficit reached $305.5 million as of March 31, 2026.
Cash, cash equivalents, and marketable securities totaled $32.6 million, against total liabilities of $46.8 million. The filing explicitly states that these resources are insufficient to fund operations for 12 months and that this raises substantial doubt about the company’s ability to continue as a going concern under ASC 205‑40.
The Board unanimously approved a Plan of Dissolution on April 28, 2026, subject to stockholder approval, and implemented a workforce reduction of about 59% effective May 1, 2026. Subsequent filings and corporate actions around the planned Certificate of Dissolution in Q2 2026 will drive the ultimate liquidation path and recoveries for stakeholders.
Key Figures
Q1 2026 Revenue: $477,000
Q1 2025 Revenue: $5.43 million
Q1 2026 Net Loss: $17.65 million
+5 more
8 metrics
Q1 2026 Revenue
$477,000
Three months ended March 31, 2026
Q1 2025 Revenue
$5.43 million
Three months ended March 31, 2025
Q1 2026 Net Loss
$17.65 million
Three months ended March 31, 2026
Cash and Securities
$32.6 million
Cash, cash equivalents, and marketable securities as of March 31, 2026
Total Assets
$135.08 million
Balance sheet as of March 31, 2026
Accumulated Deficit
$305.5 million
As of March 31, 2026
Workforce Reduction
59% headcount reduction
Approved April 28, 2026, effective May 1, 2026
Reverse Stock Split Ratio
1-for-30
Effective March 19, 2026
Key Terms
Plan of Dissolution, going concern, reverse stock split, Convertible Notes, +2 more
6 terms
Plan of Dissolution financial
"the Board unanimously approved the dissolution and liquidation of the Company pursuant to a plan of complete liquidation and dissolution (the “Plan of Dissolution”)"
going concern financial
"raises substantial doubt regarding the Company's ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
reverse stock split financial
"to effect a one-for-thirty reverse stock split of its outstanding common stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Convertible Notes financial
"senior secured convertible notes (the “Convertible Notes”) with a principal face amount of up to $100.0 million"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
earnout liability financial
"The value of the earnout liability is classified as Level 3 measurements under the fair value hierarchy"
A future payment a buyer has agreed to make after an acquisition if the purchased business hits certain performance targets; it is recorded as a liability because it may become an obligation. Investors care because it affects a company's reported debt and potential cash outflows—similar to promising a bonus if a car you bought later reaches a set mileage, it shifts risk and can change valuation and earnings depending on whether the targets are met.
Employee Stock Purchase Plan financial
"The Company maintains an Employee Stock Purchase Plan (“ESPP”)."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-Q
__________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-39378
__________________________
(Exact name of registrant as specified in its charter)
__________________________
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(916 ) 231-9329
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
__________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||||||||||||
The | ||||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The number of shares of the registrant’s common stock, par value $0.0001 per share outstanding was 5,502,770 , as of May 8, 2026.
ORIGIN MATERIALS, INC.
TABLE OF CONTENTS
Page No. | ||||||||
PART I. — FINANCIAL INFORMATION | ||||||||
Item 1 | Condensed Consolidated Financial Statements (unaudited) | 2 | ||||||
Condensed Consolidated Balance Sheets (unaudited) | 2 | |||||||
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) | 4 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) | 5 | |||||||
Condensed Consolidated Statements of Cash Flows (unaudited) | 6 | |||||||
Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |||||||
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | ||||||
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 34 | ||||||
Item 4 | Controls and Procedures | 34 | ||||||
PART II. — OTHER INFORMATION | 35 | |||||||
Item 1 | Legal Proceedings | 35 | ||||||
Item 1A | Risk Factors | 35 | ||||||
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 39 | ||||||
Item 3 | Defaults Upon Senior Securities | 39 | ||||||
Item 4 | Mine Safety Disclosures | 39 | ||||||
Item 5 | Other Information | 39 | ||||||
Item 6 | Exhibits | 40 | ||||||
SIGNATURES | 41 | |||||||
WHERE YOU CAN FIND MORE INFORMATION
Investors and others should note that we announce material financial information to our investors using our investor relations website, which can be found at https://investors.originmaterials.com/, as well as press releases, our filings with the Securities and Exchange Commission (the “SEC”), and public conference calls and webcasts. We also use other mediums, including the following social media channels as a means of disclosing information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters and for complying with our disclosure obligations under Regulation FD:
Origin X (f/k/a Twitter) Account (https://twitter.com/OriginMaterials)
Origin LinkedIn Page (https://www.linkedin.com/company/origin-materials)
Origin Facebook Page (https://www.facebook.com/people/Origin-Materials/100057468488825)
These channels may be updated from time to time on our investor relations website. The information we post through these channels may be deemed material. Accordingly, investors should monitor them in addition to following our investor relations website, press releases, SEC filings, and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q.
1
Table of contents
PART I. — FINANCIAL INFORMATION
Item 1. Financial Statements
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (In thousands, except share and per share data) | March 31, 2026 (Unaudited) | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
Accounts receivable net of allowance for credit losses of $ | |||||||||||
| Other receivables | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Land held for sale | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use asset | |||||||||||
| Intangible assets, net | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Operating lease liabilities, current | |||||||||||
| Notes payable, short-term | |||||||||||
| Convertible notes, net of issuance costs | |||||||||||
| Other liabilities, current | |||||||||||
| Total current liabilities | |||||||||||
| Earnout liability | |||||||||||
| Canadian Government Research and Development Program liability | |||||||||||
| Common stock warrants liability | |||||||||||
| Notes payable, long-term | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities, long-term | |||||||||||
| Total liabilities | |||||||||||
2
| (In thousands, except share and per share data) | March 31, 2026 (Unaudited) | December 31, 2025 | |||||||||
| Commitments and contingencies (See Note 16) | |||||||||||
| STOCKHOLDERS’ EQUITY | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| (In thousands, except share and per share data) | 2026 | 2025 | |||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Products | $ | $ | |||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Impairment of assets | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | |||||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Interest expenses | ( | ( | |||||||||||||||||||||
| Loss in fair value of derivatives | ( | ||||||||||||||||||||||
| Gain in fair value of common stock warrants liability | |||||||||||||||||||||||
| Gain in fair value of earnout liability | |||||||||||||||||||||||
| Loss in fair value of convertible notes | ( | ||||||||||||||||||||||
| Other income (expenses), net | ( | ||||||||||||||||||||||
| Total other income, net | ( | ||||||||||||||||||||||
| Loss before income tax provision | ( | ( | |||||||||||||||||||||
| Income tax provision | ( | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Unrealized (loss) gain on marketable securities | $ | ( | $ | ||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
| Total other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
| Net loss per share, basic | $ | ( | $ | ( | |||||||||||||||||||
| Net loss per share, diluted | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average common shares outstanding, basic | |||||||||||||||||||||||
| Weighted-average common shares outstanding, diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In Thousands, Except Share Amounts)
| Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | ||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Vested common stock awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | ||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Shares issued for convertible notes | — | — | — | ||||||||||||||||||||||||||||||||
| Vested common stock awards | — | — | — | — | — | ||||||||||||||||||||||||||||||
Common stock issued in lieu of fractional share | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for credit losses | |||||||||||
| Stock-based compensation | |||||||||||
| Impairment of assets | |||||||||||
| Realized (gain) loss on marketable securities | ( | ||||||||||
| Amortization of premium and discount of marketable securities, net | ( | ( | |||||||||
| Change in fair value of derivative | |||||||||||
| Change in fair value of common stock warrants liability | ( | ( | |||||||||
| Change in fair value of earnout liability | ( | ||||||||||
| Change in fair value of convertible notes | |||||||||||
| Deferred tax provision | |||||||||||
| Other non-cash expenses | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable net and other receivables | ( | ||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Other long-term assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other liabilities, current | |||||||||||
| Other liabilities, long-term | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property, plant, and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Sales of marketable securities | |||||||||||
| Maturities of marketable securities | |||||||||||
| Net cash (used in) provided by investing activities | |||||||||||
| Cash flows from financing activities | |||||||||||
| Payment of notes payable short-term | ( | ||||||||||
| Payment of convertible notes | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effects of foreign exchange rate changes on the balance of cash and cash equivalents held in foreign currencies | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents beginning of the period | |||||||||||
| Cash and cash equivalents end of the period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information | |||||||||||
| Purchases of fixed assets included in accounts payable and accrued expenses | $ | $ | |||||||||
| Non-cash investing activity | |||||||||||
| Purchases of property, plant, and equipment included in notes payable | $ | $ | |||||||||
| Amount of shares issued for convertible notes | $ | $ | |||||||||
| Cash paid during the period: | |||||||||||
| Interest payment | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
ORIGIN MATERIALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.Organization and Business
Unless the context otherwise requires, references in these notes to “Origin”, “the Company”, “we”, “us” and “our” and any related terms are intended to mean Origin Materials, Inc. and its consolidated subsidiaries.
In June 2021, Artius Acquisition Inc. (“Artius”), a special purpose acquisition company, completed a merger with Micromidas, Inc., a Delaware corporation (now known as Origin Materials Operating, Inc. (“Legacy Origin”)). Pursuant to the terms of the Merger Agreement (the agreement formalizing the business combination between Artius and Legacy Origin), Legacy Origin became a wholly-owned subsidiary of Artius (the “Merger”) and Artius changed its name to Origin Materials, Inc. (together with its subsidiaries, the “Company”). The Company is a technology company with a mission to enable the world’s transition to sustainable materials. Origin has developed multiple sustainable and performance-enhanced solutions for improving recycling and circularity, including our polyethylene terephthalate (“PET”) closures, as well as low-carbon material solutions for a wide variety of products and applications. The Company’s furanics technology can transform sustainable feedstocks, such as sustainably harvested wood, agricultural waste, wood waste and corrugated cardboard, into materials and products that are currently made from fossil feedstocks, such as petroleum and natural gas.
Origin announced its PET closures business in August 2023 after several years of application development related to its furanics technologies. Origin’s announced products include the PCO 1881 compliant PET closure and a tethered PET closure designed to comply with European cap tethering mandates and keep caps connected to bottles. Origin has announced several manufacturing partnerships with machine subsystem suppliers, including slit and fold specialists and a provider of visual inspection systems. In September 2024, Origin’s first PET closure manufacturing system (“CapFormer”) successfully completed its Factory Acceptance Test (“FAT”), which involves a series of tests performed on the system to ensure that it meets our requirements and functions as intended. Due to absent near-term financing, the decision was made to indefinitely suspend all further furanics platform development and plant operations for Origin 1 in February 2026.
Reverse Stock Split
On February 17, 2026, the Company held a special meeting of stockholders at which its stockholders approved the amendment of its amended and restated certificate of incorporation to effect a reverse split of its common stock at a ratio in the range of one-for-two to one-for-fifty, such ratio to be determined in the discretion of its board of directors. On March 4, 2026, the Company's board of directors approved the filing of a certificate of amendment with the Secretary of State of the State of Delaware to effect a one-for-thirty reverse stock split of its outstanding common stock. On March 19, 2026, the Company filed the certificate of amendment with the Secretary of State of Delaware to effect the reverse split. All issued and outstanding common stock, options to purchase common stock, and per share amounts contained in the unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented.
The Company’s publicly traded warrants will continue to trade on the Nasdaq Capital Market under the symbol “ORGNW” with an exercise price of $11.50 per share; however, warrant holders will need to exercise 30 warrants for an aggregate exercise price of $345.00 to receive one share of common stock. No fractional shares will be issued upon the exercise of the warrants.
Plan of Dissolution
On April 28, 2026, the Board of Directors (the “Board”) of the Company unanimously approved the dissolution and liquidation of the Company pursuant to a plan of complete liquidation and dissolution (the “Plan of Dissolution”), subject to stockholder approval. In connection with the approval of the Plan of Dissolution, the Board also approved a reduction-in-force, which the Company implemented on May 1, 2026 to enable the Company to maximize shareholder value through the orderly sale of its technology and assets followed by dissolution and wind down. If its stockholders authorize the Plan of Dissolution, the Company plans to file a Certificate of Dissolution with the Secretary of the State of Delaware in the second quarter of 2026.
Liquidity and going concern
As reflected in the unaudited condensed consolidated financial statements, the Company had $32.6 million in cash, cash equivalents, and marketable securities as of March 31, 2026. The Company has experienced net losses and negative cash flows from operating activities since its inception and had an accumulated deficit of $305.5 million as of March 31, 2026.
7
The Company has incurred a net loss and net cash used in operating activities of $17.7 million and $4.9 million, respectively, for the three months ended March 31, 2026.
In accordance with Accounting Standards Codification, or ASC, 205-40, Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued on May 14, 2026. The Company has determined that its cash, cash equivalents, and marketable securities as of March 31, 2026 would be insufficient to fund its operations which raises substantial doubt regarding the Company's ability to continue as a going concern. The Company intends to implement the Plan of Dissolution which will result in the dissolution and liquidation of the Company.
2.Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).
Use of Estimates
Unaudited Condensed Consolidated Financial Statements
The December 31, 2025 unaudited condensed consolidated balance sheet was derived from the annual audited consolidated financial statements included in the Company's Form 10-K as filed with the SEC on March 27, 2026 (the “Form 10-K”). The accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, the unaudited condensed consolidated statements of operations and comprehensive loss, and stockholders’ equity for the three months ended March 31, 2026 and 2025, the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, and the notes to such unaudited condensed consolidated financial statements are unaudited.
These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the SEC for interim financial information. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements.
8
The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.
Principles of Consolidation
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, marketable securities and accounts receivable. The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As the account balances at each institution periodically exceed the FDIC insurance coverage, there is a concentration of credit risk related to amounts in excess of such coverage. While the Company has not experienced losses of these deposits to date, future disruptions of financial institutions where we bank or have credit arrangements, or disruptions of the financial services industry in general, could adversely affect the Company’s ability to access our cash and cash equivalents. If the Company is unable to access its cash and cash equivalents as needed, its financial position and ability to operate its business could be adversely affected. The Company’s marketable securities consist of investment-grade securities diversified among security types that are held at financial institutions that management believes to be of high credit quality.
Accounts Receivable Net
Accounts receivable net consisted of the following as of:
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Accounts receivable | $ | $ | |||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Accounts receivable net | $ | $ | |||||||||
The Company assesses collectability by reviewing accounts receivable on a general basis where similar characteristics exist. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, discussions with the customers, and other factors that may affect the Company’s ability to collect from customers. The increase in allowance for credit losses is based on updated estimates of collectability as of March 31, 2026.
9
Inventory
Inventory consisted of the following as of:
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Spare parts | |||||||||||
| Total | $ | $ | |||||||||
Intangible Assets
Intangible assets consisted of the following as of:
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Patents | $ | $ | |||||||||
| Less accumulated amortization | ( | ( | |||||||||
| Total intangible assets | $ | $ | |||||||||
The remaining useful life of the patent was 0.80 years as of March 31, 2026. For the three months ended March 31, 2026 and 2025, amortization expense was immaterial and annual amortization expense over the remaining useful life is not expected to be material.
Held for Sale Classification
In April 2025, the Company sold 35 of the total 183 acres of land held for sale for proceeds of $2.2 million, which approximates the carrying value.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset group and its eventual disposition or its estimated fair value based on the best information available. If the total of the expected undiscounted future net cash flows or the estimated fair value for the asset group is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and carrying amount of the asset group.
The decision was made to indefinitely suspend all further furanics platform development and plant operations for Origin 1. As a result, during the year ended December 31, 2025, the Company determined that indicators of impairment existed for the Origin 1 asset group. We evaluated the fair value of the Origin 1 asset group under an orderly liquidation approach as the primary valuation methodology, with corroborative consideration given to an alternative use undiscounted cash flow and eventual disposition approach. The fair value of the Origin 1 asset group was approximated at $18.0 million. As such, the Company recorded an impairment charge of $134.5 million.
The Company determined that indicators of impairment existed for Origin 2 asset group, as well, with the decision to indefinitely suspend the furanics platform development. The Company concluded the carrying costs of the labor, benefits and external engineering fees that had been capitalized to construction in progress for the Origin 2 asset group were no longer recoverable. As such, the Company recorded an impairment charge of $31.4 million to impairment of assets on the unaudited condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.
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In addition, the Company had entered into a nonexclusive patent license agreement for use in connection with the production of Origin 2 and made nonrefundable payments totaling $12.9 million in prior years towards securing a license. The Company believes that the payments made towards the license agreement are no longer recoverable and recorded an impairment charge of $12.9 million to impairment of assets on the unaudited condensed consolidated statements of operations and comprehensive loss for the years ended December 31, 2025.
Convertible Notes
In November 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional purchaser, providing for the issuance in tranches of senior secured convertible notes (the “Convertible Notes”) with a principal face amount of up to $100.0 million and a 10.0 % original issue discount, as discussed in Note 8. The Convertible Notes bear no interest rate (except upon event of default) and, unless earlier converted or redeemed, will mature on the date that is the thirty-month anniversary of the last day of the month in which the closing with respect to the applicable Convertible Notes occurs. The Convertible Notes will be convertible, at any time at the holder’s option, into shares of the Company’s common stock, par value $0.0001 per share, at an initial conversion price per share of $0.62616 (the “Conversion Shares”) and $18.78 (after the reverse stock split), which conversion price is subject to adjustment pursuant to the terms of the Convertible Notes. The conversion price is subject to customary adjustments upon any stock dividend, stock split, stock combination, reclassification, recapitalization, or similar transaction that proportionately decreases or increases the price of our common stock.
The Company has elected to account for the Convertible Notes at fair value under the fair value option, under which the Convertible Notes are initially measured at fair value and subsequently remeasured during each reporting period. Changes in fair value will be reflected within loss in fair value of convertible notes on the unaudited condensed consolidated statements of operations and comprehensive loss, except for the portions, if any, related to the instrument specific credit risk which would be recorded in other comprehensive (loss) income. Please see note 8 for further discussion.
Common Stock Warrants Liability
The Company assumed 24,149,960 public warrants (the “Public Warrants”) and 11,326,667 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Common Stock Warrants” or “Warrants”) upon the Merger, all of which were issued in connection with Artius’ initial public offering and entitle each holder to purchase one share of common stock at an exercise price of at $11.50 per share; however, warrant holders will need to exercise 30 warrants for an aggregate exercise price of $345.00 to receive one share of common stock. No fractional shares will be issued upon the exercise of the warrants. As of March 31, 2026, 24,149,960 Public Warrants and 11,326,667 Private Placement Warrants are outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the Public Warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. There were no Private Placement Warrants that became Public Warrants through March 31, 2026.
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Revenue Recognition
The Company’s revenues are from product sales and service agreements. The majority of the Company’s contracts with customers typically contain multiple products and services. The Company accounts for individual products and services separately if they are distinct—that is, if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its product revenue and service agreements, the Company performs the following steps:
1.Identifying the contract with a customer;
2.Identifying the performance obligations in the contract;
3.Determining the transaction price;
4.Allocating the transaction price to the performance obligations; and
5.Recognizing revenue when, or as, the performance obligations are satisfied.
The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Non-cancellable purchase orders received from customers to deliver a specific quantity of product, when combined with the Company’s order confirmation, in exchange for future consideration, create enforceable rights and obligations on both parties and constitute a contract with a customer.
The Company’s service agreements are customized, specified, and often include various stages at which transaction prices are agreed to. These service agreements often include multiple performance obligations within each stage. The Company identifies each performance obligation at contract inception and allocates the consideration to each distinct performance obligation based on the stand-alone selling price of each performance obligation. The Company’s services are tailored to each individual customer and the stand-alone selling prices are not directly observable. Because the Company’s service agreements include customers that are not in similar geographic markets and for different services, the Company uses the expected cost plus margin approach to estimate the stand-alone selling price for each of its performance obligations. The Company recognizes revenue from the service agreements over the period during which the services are performed and recognizes the associated costs as they are incurred.
In general, the Company recognizes revenue when, or as, its performance obligations under the terms of a contract with its customer are satisfied. For product sales, this happens when the Company transfers control of its products and risk of loss to the customer or when title passes upon shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. Taxes collected from customers and remitted to governmental authorities are excluded from revenues. The Company recognizes its revenue from direct product sales which is recognized at a point in time when the performance obligation is satisfied upon delivery of the product.
For service agreements, the timing of satisfying performance obligations may differ from the timing of the invoicing of customers and the receipt of customer payments. The Company records a receivable prior to payment if there is an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records contract liability (deferred revenue) until the performance obligations are satisfied.
Revenue is recorded in an amount that reflects that consideration the Company expects to be entitled to in exchange for those goods or services. The Company has elected to treat shipping and handling activities as fulfillment costs.
Basic and Diluted Net Loss Per Share
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3.Recent Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (“Topic 326”) – Measurement of Credit Losses for Accounts Receivable and Contract Assets, to provide a practical expedient for all entities to address the challenges encountered when applying the guidance in Topic 326, Financial Instruments – Credit losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. All entities may elect a practical expedient that assumes the current conditions as of the balance sheet date do not change the remaining life of the asset to reduce the complexity in developing the reasonable and supportable forecasts as part of estimating expected credit losses. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, and early adoption is permitted. The Company adopted the new standard as of September 30, 2025. The adoption of the standard had no material impact on its unaudited condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”) - Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance should be applied on a prospective basis; however, a retrospective application is permitted. The standard became effective on January 1, 2025 and will be effective for the Company for annual periods beginning after December 15, 2024. Accordingly, the standard was adopted on a prospective basis for the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The adoption of the standard did not have any material impact on the Company’s financial position, results of operations or cash flows, other than additional disclosures, which were included in the Company's annual consolidated financial statements for the year ending December 31, 2025.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on its unaudited condensed consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to enhance the transparency and decision usefulness of financial information presented in the income statement by requiring disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on its unaudited condensed consolidated financial statements, other than additional disclosures in the notes to the unaudited condensed consolidated financial statements.
The Company has determined that all other recently issued accounting pronouncements will not have a material impact on the Company’s unaudited condensed consolidated financial statements or do not apply to its operations.
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4.Revenues
The Company recognizes revenues when, or as, its performance obligations under the terms of a contract with its customer are satisfied (see Note 2 for additional details). The Company generally procures, will produce, and sells product to be utilized in the manufacturing of finished products, for which it recognizes revenue upon shipment. Currently, the majority of the Company’s revenue is generated from the supply chain activation program in which the Company purchases materials from various vendors and sells them to its customers for a moderate margin as it establishes the logistics and invoicing capabilities for its own products. The Company’s service contracts generally pay the Company at the commencement of the agreement and then at additional intervals as outlined in each contract. The Company recognizes contract liabilities for such payments and then recognizes revenue as it satisfies the related performance obligations. To the extent collectible revenue recognized under this method exceeds the consideration received, the Company recognizes contract assets for such unbilled consideration. The Company recognizes revenue from the service agreements over the period during which the services are performed.
The Company did not receive payment before the provision of services during the three months ended March 31, 2026 and 2025. Therefore, deferred revenue was zero
5.Fair Value Measurement
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:
Fair Value as of March 31, 2026 | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| Total fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Common stock warrants (Public) | $ | $ | $ | $ | |||||||||||||||||||
| Common stock warrants (Private Placement) | |||||||||||||||||||||||
| Earnout liability | |||||||||||||||||||||||
| Convertible notes, net of issuance costs | |||||||||||||||||||||||
| Total fair value | $ | $ | $ | $ | |||||||||||||||||||
Fair Value as of December 31, 2025 | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Marketable securities | |||||||||||||||||||||||
| Total fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Common stock warrants (Public) | $ | $ | $ | $ | |||||||||||||||||||
| Common stock warrants (Private Placement) | |||||||||||||||||||||||
| Earnout liability | |||||||||||||||||||||||
| Convertible notes, net of issuance costs | |||||||||||||||||||||||
| Total fair value | $ | $ | $ | $ | |||||||||||||||||||
The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. The cash equivalents and Public Warrants are categorized as Level 1 instruments as the fair value was determined based on the unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The marketable securities are categorized as Level 2 instruments as the estimated fair
14
value was determined based on the estimated or actual bids and offers of the marketable securities in an over-the-counter market on the last business day of the period. The Private Placement Warrants are classified within Level 2 because the transfer of Private Placement Warrants to anyone outside of certain permitted transferees of Artius Acquisition Partners LLC (the “Sponsor”) would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments.
The value of the earnout liability is classified as Level 3 measurements under the fair value hierarchy, as these liabilities have been valued based on significant inputs not observable in the market (see Note 9 for additional details). Zero and a gain of $2.5 million during the three months ended March 31, 2026 and 2025, respectively, was recorded on the unaudited condensed consolidated statements of operations and comprehensive loss in the gain in fair value of earnout liability.
The value of the convertible notes, net of issuance costs is classified as a Level 3 measurements under the fair value hierarchy, as these liabilities have been valued based on significant inputs that are both observable and unobservable in the market. The Company utilized the Black-Scholes Merton model to estimate the fair value of the convertible notes. The key inputs and assumptions used in the Black-Scholes Merton model, including volatility and risk-free rate, were utilized to estimate the fair value of the associated liability (see Note 8 for additional details).
The following table summarizes the activities for the earnout liability during the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||||||||
| Balance at beginning of period | $ | $ | |||||||||||||||||||||
| Gain in fair value of earnout liability | ( | ||||||||||||||||||||||
| Balance at end of period | $ | $ | |||||||||||||||||||||
As of March 31, 2026 and December 31, 2025, the carrying values of accounts receivable, other receivables, accounts payable, and accrued expenses approximate their respective fair values due to their short-term nature. The Company has determined the fair value of notes payable and Canadian government research and development program liability approximates the carrying value due to the standard terms of the arrangement including but not limited to the amount borrowed, the term, and the interest rate.
Nonrecurring Fair Value Measurements
The Company estimates the value of certain long-lived assets associated with suspension of the furanics platform development and land held of sale using Level 3 measurements under the fair value hierarchy due to the absence of observable market prices and significant reliance on management judgment and estimation techniques. These assets include:
•Assets meeting the held for sale classification that are actively being marketed for sale. We utilized an estimated fair market based on a portion of the land sold previously, including costs to sell, as there were no observable market prices available. We expect to complete the sale of land in fiscal year 2026.
•Origin 1 plant which included property, plant, and equipment, net, that do not meet the held for sale classification but are capable of being sold through alternate use purposes. These assets were evaluated for recoverability and the impairment loss was measured using an orderly liquidation valuation approach. The impairment loss was recognized as the difference between the estimated liquidation value and the net book value of the assets as of March 31, 2026 and December 31, 2025. There have been no significant changes in the estimated net realizable value for the remaining assets as of March 31, 2026 and December 31, 2025.
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The table below presents the nonrecurring fair value measurements of these long-lived assets, categorized within the fair value hierarchy:
Fair Value as of March 31, 2026 | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Land held for sale | $ | $ | $ | $ | |||||||||||||||||||
| Origin 1 (within property, plant, and equipment, net) | |||||||||||||||||||||||
| Total fair value | $ | $ | $ | $ | |||||||||||||||||||
Fair Value as of December 31, 2025 | |||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Land held for sale | $ | $ | $ | $ | |||||||||||||||||||
| Origin 1 (within property, plant, and equipment, net) | |||||||||||||||||||||||
| Total fair value | $ | $ | $ | $ | |||||||||||||||||||
Marketable Securities
The Company’s marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value. The following table summarizes the marketable securities by major security type as follows:
As of March 31, 2026 | |||||||||||||||||||||||
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||
| U.S. government and agency securities | ( | ||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | ( | $ | ||||||||||||||||||
As of December 31, 2025 | |||||||||||||||||||||||
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Asset-backed securities | ( | ||||||||||||||||||||||
| U.S. government and agency securities | ( | ||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | ( | $ | ||||||||||||||||||
The realized gains and losses are included in other income (expenses), net in the unaudited condensed consolidated statements of operations and comprehensive loss.
The Company sold marketable securities for proceeds of $132.8 million and $282.4 million during the three months ended March 31, 2026 and 2025, respectively. As a result of those sales, the Company realized a gain of $0.1 million and a loss of $0.1 million during the three months ended March 31, 2026 and 2025, respectively. The Company regularly reviews its available-for-sale marketable securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The aggregate fair value of the marketable securities in an unrealized loss position was $10.5 million and $10.8 million as of March 31, 2026 and December 31, 2025, respectively. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not related to increased credit risk. Accordingly, the Company has not recorded an allowance for credit losses associated with these investments.
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The contractual maturities of the investments classified as marketable securities are as follows:
As of March 31, 2026 | |||||||||||||||||||||||
| (in thousands) | Mature within one year | Mature after one year through two years | Mature over two years | Fair Value | |||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | |||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| U.S. government and agency securities | |||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | $ | |||||||||||||||||||
As of December 31, 2025 | |||||||||||||||||||||||
| (in thousands) | Mature within one year | Mature after one year through two years | Mature over two years | Fair Value | |||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | |||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||
| U.S. government and agency securities | |||||||||||||||||||||||
| Total marketable securities | $ | $ | $ | $ | |||||||||||||||||||
Derivative Assets and Liabilities
The Company entered into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk related to certain marketable securities denominated in foreign currency. Foreign currency derivative contracts are marked-to-market at the end of each reporting period with gains and losses recognized as other income (expenses). The Company recognized zero and a net loss of less than $0.1 million during the three months ended March 31, 2026 and 2025, on the fair value adjustment of the foreign currency derivative contracts. The notional amount of foreign currency derivative contracts as of March 31, 2026 and December 31, 2025 was zero
6.Property, Plant and Equipment
Property, plant, and equipment consisted of the following as of:
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| Land | $ | $ | |||||||||
| Land improvements and infrastructure | |||||||||||
| Closure manufacturing equipment | |||||||||||
| Manufacturing equipment and pilot plant | |||||||||||
| Computer equipment and software | |||||||||||
| Lab equipment | |||||||||||
| Furniture, fixtures, and machinery | |||||||||||
| Leasehold improvements | |||||||||||
| Total | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
| Construction in process | |||||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||
The depreciation and amortization expense totaled $1.2 million and $2.7 million during the three months ended March 31, 2026 and 2025, respectively.
During the three months ended March 31, 2026, the Company incurred an additional $3.2 million for equipment purchased for the closure business that was financed through the Note (see Note 7 for additional details), which was included in construction in process.
As of March 31, 2026, the land purchased in Geismar, Louisiana in 2022 met the criteria to be presented as asset held for sale. It is the Company’s intention to complete the sale of the land within the next 12 months. The carrying value of $9.1
17
million, classified as land held for sale, was included in total current assets in the unaudited condensed consolidated balance sheets.
Capitalized interest costs are included in property, plant and equipment, net and are depreciated over the useful life of the related asset. Capitalized interest was $0.9 million and zero for the three months ended March 31, 2026 and 2025, respectively.
7.Notes Payable
In November 2016, Legacy Origin received a $5.0 million prepayment from a legacy stockholder for product from Origin 1 pursuant to an “Offtake Agreement,” a type of agreement that generally provides for binding take-or-pay commitments to purchase certain annual volumes of product from our planned manufacturing facilities at specified prices, subject to satisfaction of certain conditions precedent, which was amended through August 2022. The prepayment was to be credited against the purchase of products over the term of the Offtake Agreement and was secured by a promissory note to be repaid in cash in the event that the prepayment could not be credited against the purchase of product. The repayment in the amount of $2.7 million and $1.9 million were paid on September 1, 2024 and 2025, respectively, and $1.8 million is due on September 1, 2026 (inclusive of accrued but unpaid interest of 3.5 % per annum). At March 31, 2026, the total remaining note principal outstanding balance was $1.7 million in notes payable, short-term, and unpaid accrued interest of less than $0.1 million was recorded in other liabilities, current. At December 31, 2025, the total remaining note principal outstanding balance was $1.7 million in notes payable, short-term, and unpaid accrued interest of less than $0.1 million was recorded in other liabilities, current. In addition, the amendment reflected the legacy stockholder’s exercise of its option to enter into a new Offtake Agreement to buy a specified annual amount of product from Origin 2 for an initial term of up to 10 years.
In September 2025, Origin Closures, LLC, a wholly-owned subsidiary of the Company, executed a Secured Promissory Note (the “Note”) with Starlinger & Co Gesellschaft m.b.H. (“Starlinger”), one of the Company’s manufacturers, in the principal amount of €9.5 million (approximately $11.2 million based on the exchange rate in effect on September 22, 2025) to finance the purchase of certain equipment used to produce PET sheet. The Note is effective as of October 7, 2025, the date that Starlinger executed and delivered the Note to the Company. Interest under the Note accrues at a rate of 10.6 % per annum and the Note is to be repaid in semi-annual installments of principal and interest on the last day of April and October, respectively, beginning in April 2026 and continuing until fully repaid in October 2029. At March 31, 2026, the total note principal outstanding balance was $10.4 million, of which $2.7 million was recorded in notes payable, short-term and $7.7 million was recorded in notes payable, long-term with $1.1 million accrued interest outstanding was recorded in other liabilities, current. At December 31, 2025, the outstanding principal of $7.2 million, of which $2.8 million was recorded in notes payable, short-term and $4.4 million was recorded in notes payable, long-term with $0.1 million accrued interest outstanding was recorded in other liabilities, current.
8.Convertible Notes
In November 2025, the Company entered into the Purchase Agreement with an institutional purchaser, providing for the issuance in tranches of the Convertible Notes with a principal face amount of up to $100.0 million and a 10.0 % original issue discount. The Convertible Notes bear no interest rate (except upon event of default) and, unless earlier converted or redeemed, will mature on the date that is the thirty-month anniversary of the last day of the month in which the closing with respect to the applicable convertible notes occurs. The Convertible Notes will be convertible, at any time at the holder’s option, into shares of the Company’s common stock, par value $0.0001 per share, at an initial conversion price per share of $0.62616 (the “Conversion Shares”) and $18.78 (after the reverse stock split), which conversion price is subject to adjustment pursuant to the terms of the Convertible Notes. The conversion price is subject to customary adjustments upon any stock dividend, stock split, stock combination, reclassification, recapitalization, or similar transaction that proportionately decreases or increases the price of our common stock. At the initial closing, the Company issued $16.7 million in aggregate principal amount of Convertible Notes and received $15.0 million, net with the original issue discount.
The outstanding balance of the Convertible Notes was $7.0 million and $15.0 million as of March 31, 2026 and December 31, 2025, respectively. The Company utilized the Black-Scholes Merton model to value the Convertible Notes. The key inputs and assumptions used in the valuation model, including the risk-free interest rate and the expected volatility of the price of the underlying stock, were utilized to estimate the fair value of the associated liability. The Company measures the fair value at each reporting period, with changes in fair value recorded within loss in fair value of convertible notes on the unaudited condensed consolidated statements of operations and comprehensive loss. The Company recognized a loss of $1.9 million which included 8 % premium for the convertible notes cash repayment of $0.6 million in the changes in fair values of convertible debt during three months ended March 31, 2026. The Company was in compliance with all financial covenants as of March 31, 2026.
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9.Earnout Liability
As additional consideration for the Merger, within ten business days after the occurrence of a “Triggering Event,” as defined below, the Company shall issue or cause to be issued to each Legacy Origin stockholder a certain number of shares of the Company Class A common stock. The number of such shares is equal to the product of (i) the number of shares of Company common stock, Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock, and the net number of shares of Company Capital Stock that would be issuable in respect of “Vested Company Options” in the event such options were exercised (on a net exercise basis with respect to only the applicable exercise price, immediately prior to the “Closing” and settled in the applicable number of shares of Company common stock, rounded down to the nearest whole share) held by such Legacy Origin stockholder as of immediately prior to the “Effective Time”; and (ii) the “Earnout Exchange Ratio” (such issued shares of Artius Class A common stock, collectively, the “Earnout Shares”), where “Vested Company Options,” “Closing,” “Effective Time,” and “Earnout Exchange Ratio” have the meanings set forth in the Merger Agreement. The Company cannot be required to issue more than 833,333 Earnout Shares in the aggregate. Additionally, such Earnout Shares will also become issuable in the event the Company enters into a definitive agreement with respect to an Artius Sale (as defined in the Merger Agreement) on or before the fifth anniversary of the Closing Date. A Triggering Event is defined as the following:
(a)the volume weighted average price of Common Stock (“VWAP”) equaling or exceeding $450.00 for ten consecutive trading days during the three year period following the closing date of June 25, 2021, ending June 25, 2024;
(b)the VWAP equaling or exceeding $600.00 for ten consecutive trading days during the four year period following the closing date, ending June 25, 2025; or
(c)the VWAP equaling or exceeding $750.00 for ten consecutive trading days during the five year period following the closing date, ending June 25, 2026.
A Sponsor Letter Agreement was delivered in connection with the Merger such that 150,000 of the shares held by Sponsor (“Sponsor Vesting Shares”) shall be subject to forfeiture based on the same vesting requirements as the Earnout Shares. The first and second Triggering Events were not met by the respective June 25, 2024 and June 25, 2025 deadlines, and the number of Sponsor Vesting Shares valued in the Earnout Liability balance were reduced accordingly. The 50,000 50,000 shares shall not be transferred prior to the date in which they vest. Dividends and other distributions with respect to Sponsor Vesting Shares shall be set aside by the Company and shall be paid to the Sponsor upon the vesting of such Sponsor Vesting Shares.
10.Canadian Government Research and Development Program Liability
In April 2019, the Company entered into a contribution agreement related to the research and development and construction associated with the operation of Origin 1 in which the Company will participate in a Canadian government research and development program (the “R&D Agreement”). Pursuant to the R&D Agreement, the Company received funding for eligible expenditures incurred through March 31, 2023 up to the lesser of approximately 18.5 % of eligible costs and $23.0 million (in Canadian dollars).
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The funding will be repaid over 15 years after completion of Origin 1, commencing no sooner than the third fiscal year of consecutive revenues from a commercial plant, but no later than March 2028. The maximum amount to be repaid by the Company under the R&D Agreement is 1.25 times the actual funding received, subject to the repayment ceiling formula. In October 2025, the Company entered into an amendment for the R&D Agreement (the “R&D Agreement Amendment”). Pursuant to the R&D Agreement Amendment, the first annual repayment amount will be due on April 30, 2027, with subsequent annual repayment amounts due on or before April 30th of each year through 2041, or until such time as the maximum amount to be repaid is reached, whichever comes first. The annual repayment amounts will be determined using a formula that considers the repayment rate and changes of the fiscal year gross business revenue, as defined in the R&D Agreement Amendment. The Company received the remaining payment related to the eligible expenditures incurred before March 31, 2023 in 2025 and does not expect any subsequent payment.
11.Common Stock Warrants
As of March 31, 2026 and December 31, 2025 there are 35,476,627
As part of Artius’s initial public offering, 24,149,960 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase 1/30th of one share of common stock at a price of $11.50 per share, subject to adjustments. The Public warrant holders will need to exercise 30 warrants for an aggregate exercise price of $345.00 to receive one share of common stock. No fractional shares will be issued upon the exercise of the Public Warrants. The Public Warrants will expire on June 25, 2026 at 5:00p.m., New York City time, or earlier upon redemption or liquidation. The Public Warrants are listed on The Nasdaq Capital Market under the symbol “ORGNW.”
The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of the common stock equals or exceeds $540.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.
Simultaneously with Artius’s initial public offering, Artius consummated a private placement of 11,326,667 Private Placement Warrants with the Sponsor. The Private Placement Warrant holders will need to exercise 30 warrants for an aggregate exercise price of $345.00 to receive one share of common stock. No fractional shares will be issued upon the exercise of the Private Placement Warrants. The Private Placement Warrant expires on June 25, 2026 or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that: (1) the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until the earliest to occur of: (i) 365 days after the date of the Closing; (ii) the first day after the date on which the closing price of the Public Shares (or any successor securities thereto) equals or exceeds $360.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the date of the Closing; or (iii) the date on which Artius completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Artius’s Public Shareholders having the right to exchange their Public Shares (or any successor securities thereto) for cash, securities or other property, subject to certain limited exceptions, (2) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except if the reference value equals or exceeds $300.00 and is less than $540.00 (as described above), so long as they are held by the initial purchasers or their permitted transferees, and (3) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants.
The Company concluded the Public Warrants and Private Placement Warrants, or Common Stock Warrants, meet the definition of a derivative under ASC 815 and are recorded as liabilities. Upon consummation of the Merger, the fair value of the Common Stock Warrants was recorded on the unaudited condensed consolidated balance sheets. The fair value of the Common Stock Warrants was remeasured at each reporting period (see Note 5 for additional details), and a gain of $0.1 million and $2.8 million during the three months ended March 31, 2026 and 2025, respectively, was recorded on the unaudited condensed consolidated statements of operations and comprehensive loss.
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12.Stockholders’ Equity
Common Stock
Holders of the common stock are entitled to dividends when, as, and if, declared by the board of directors (the “Board”), subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of March 31, 2026, the Company had not declared any dividends. The holder of each share of common stock is entitled to one vote.
Employee Stock Purchase Plan
The Company maintains an Employee Stock Purchase Plan (“ESPP”). The ESPP permits participants to purchase shares of our common stock with the purchase price of the shares at a price determined by our Board, which shall not be less than 85.0 % of the lower of the fair market value of our common stock on the first day of an offering or on the date of purchase.
Initially, following adoption of the ESPP, the maximum number of shares of the Company’s common stock that could be issued under the ESPP was 61,557 . The ESPP contains an “evergreen” share reserve feature that automatically increases the number of shares of common stock reserved for issuance under the plan on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031 in an amount equal to the lesser of (1) one percent (1.0 %) of the fully-diluted shares of the Company’s common stock on December 31st of the preceding calendar year, (2) 123,114 of common stock, or (3) such lesser number of shares as determined by the Board. As of December 31, 2025, the number of shares available for issuance under the ESPP was 187,998 . The Board made the decision not to increase the number of shares of common stock reserved for issuance under the ESPP as of January 1, 2026 as no stock has been offered or issued to employees under the ESPP to date. Shares subject to purchase rights granted under the ESPP that terminate without having been exercised in full will not reduce the number of shares available for issuance under the ESPP.
Equity Incentive Plans
The Company maintains the following equity incentive plans: the 2010 Stock Incentive Plan, the 2020 Equity Incentive Plan, and the 2021 Equity Incentive Plan, each as amended (together, the “Stock Plans”). Upon closing of the Merger, awards under the 2010 Stock Incentive Plan and 2020 Equity Incentive Plan were converted at the Exchange Ratio, which has the meaning set forth in the Merger Agreement, and the 2021 Equity Incentive Plan was adopted and approved.
Origin may grant a wide variety of equity securities under the Stock Plans, including incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, PSU awards, and other awards. The Company has granted incentive stock options, RSU awards, and PSU awards under the Stock Plans. Under the Stock Plans, options must be issued at exercise prices no less than the estimated fair value of the stock on the date of grant and are exercisable for a period not exceeding 10 years from the date of grant. Options granted to employees under the Stock Plans generally vest 25.0 % one year from the vesting commencement date and 1/36th per month thereafter, although certain arrangements call for vesting over other periods. Options granted to non-employees under the Stock Plan vest over periods determined by the Board (generally immediate to four years ). RSU awards granted to employees under the 2021 Equity Incentive Plan require a service period of three years and generally vest 33.3 three-year service period. Under the Stock Plans, the fair value of RSU awards and PSU awards are determined to be the grant date closing stock price. For awards with performance-based conditions, compensation is recorded once there is sufficient objective evidence the performance conditions are considered probable of being met. The PSU awards are subject to vesting based on a performance-based condition and a service-based condition. The PSU awards will vest in a percentage of the target number of shares between 0 % and 300.0 %, depending on the extent the performance conditions are achieved.
Initially, following adoption of the 2021 Equity Incentive Plan, there were 615,570 shares of common stock reserved for issuance under the Stock Plans. The 2021 Equity Incentive Plan contains an “evergreen” share reserve feature that automatically increases the number of shares of common stock reserved for issuance under the plan on January 1 of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031 in an amount equal to five percent (5.0 %) of the fully-diluted common stock on December 31 of the preceding year unless the Board acts prior to January 1 to increase the share reserve by a lesser amount. The number of shares added to the share reserve on January 1 of a given year is reduced automatically to the extent necessary to avoid causing the share reserve to exceed fifteen percent (15.0 %) of the fully-diluted common stock on December 31 of the preceding year. As of December 31, 2025, the number of shares available for issuance under the 2021 Equity Incentive Plan was 1,025,078 which exceeded fifteen percent of the fully-diluted common stock on January 1, 2026, therefore the share was not automatically increased pursuant to the 2021 Equity Incentive Plan’s “evergreen” provision. As of March 31, 2026, there were 195,956 shares available for grant.
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The following tables summarize stock option activity under the Stock Plans for the period ended March 31, 2026:
| (In thousands, except for share and per share amounts) | Outstanding Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | ||||||||||||||||||||
Balance as of December 31, 2025 | $ | ||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Forfeited / canceled | ( | ||||||||||||||||||||||
Balance as of March 31, 2026 | $ | ||||||||||||||||||||||
Vested and expected to vest at March 31, 2026 | $ | ||||||||||||||||||||||
Vested and exercisable at March 31, 2026 | $ | ||||||||||||||||||||||
As of March 31, 2026, the aggregate intrinsic value of the options expected to vest and exercisable were zero as the market value of the stock was less than the exercise price of the stock option. The total intrinsic value of the options exercised was zero and less than $0.1 million during the three months ended March 31, 2026 and 2025, respectively. The intrinsic value of options exercised during each reporting period is calculated as the difference between the market value of the stock at the time of exercise and the exercise price of the stock option. The total fair value of options vested during the three months ended March 31, 2026 and 2025 was zero and less than $0.1 million, respectively. As of March 31, 2026, the Company had stock-based compensation of less than $0.6 million, related to unvested stock options not yet recognized that is expected to be recognized over an estimated weighted average period of 1.1 years.
The following table summarizes the RSU award activity for the period ended March 31, 2026:
| Unvested outstanding | Weighted-average grant date fair value | Vested-deferred outstanding | Weighted-average grant date fair value | Total | |||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||||||||||||||||||||
| Granted - RSU awards | |||||||||||||||||||||||||||||
| RSU awards vested and converted to shares | ( | ( | ( | ||||||||||||||||||||||||||
| RSU awards vested and deferred | ( | ||||||||||||||||||||||||||||
| Forfeited - RSU awards | ( | ( | |||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | |||||||||||||||||||||||||||
The RSU awards entitle the holder upon vesting to be issued on a future date the number of shares of common stock that is equal to the number of restricted stock units subject to the RSU awards. The total fair value of shares vested was $0.1 million and $0.4 million during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 the unvested-deferred outstanding balance of 38,426 RSU awards has been deferred at the election of the participant. The common shares for the deferred RSUs will be released sixty days following the participant’s departure from the Company.
The vesting period for RSU awards is generally three years . Total remaining compensation expense for RSU awards to be recognized under the 2021 Equity Incentive Plan is $4.4 million as of March 31, 2026, which is expected to be recognized over an estimated weighted average period of 1.2 years.
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The following table summarizes the PSU award activity for the period ended March 31, 2026:
| Outstanding | Weighted-average grant date fair value | ||||||||||
| Unvested balance at December 31, 2025 | $ | ||||||||||
| Granted - PSU awards | |||||||||||
| PSU awards vested and converted to shares | ( | ||||||||||
| Forfeited - PSU awards | ( | ||||||||||
| Unvested balance at March 31, 2026 | $ | ||||||||||
The performance conditions for the PSU awards granted in 2023 were met and for the PSU awards granted in 2025 were partially met, therefore PSU stock-based compensation expense of $50.8 thousand and $72.2 thousand was recorded during the three months ended March 31, 2026 and 2025, respectively. The performance conditions for the remaining outstanding PSU awards granted in 2021 were not probable of being met, therefore no 1.2 million as of March 31, 2026. Total remaining stock-based compensation expenses for PSU awards will be recognized over the requisite service periods once the performance-based conditions are met or deemed to be probable.
13.Segment Reporting
Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) for purposes of making decisions regarding resource allocation and evaluating financial performance. As of the quarter ended March 31, 2026, the Company has determined that its Chief Executive Officer and Chief Financial Officer/Chief Operating Officer are the CODMs. The CODMs review the unaudited condensed consolidated results of operations when making decisions about allocating resources and assessing the performance of the Company as a whole as the Company is still in an early stage of business. The Company does not distinguish between markets or segments for the purpose of internal reporting. Accordingly, the Company has determined that it operates in a single operating and single reportable segment at the consolidated entity level. The CODMs use net loss and loss from operations as the key performance measures to make key operating decisions.
The following table presents the significant segment expenses that are regularly provided to the CODMs:
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | |||||||||||||||||||||
| Total revenues | $ | $ | |||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Personnel Expenses | |||||||||||||||||||||||
| Other Expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Impairment of assets | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | $ | ( | $ | ( | |||||||||||||||||||
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The personnel expenses represent payroll expenses excluding stock-based compensation. The other expenses represent research and development excluding personnel expenses, and general and administrative excluding personnel expenses.
Long-lived assets (excluding deferred tax assets) by geography | |||||||||||
| (in thousands) | March 31, 2026 | December 31, 2025 | |||||||||
| United States | $ | $ | |||||||||
Non United States | |||||||||||
Total | $ | $ | |||||||||
14.Income Taxes
The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year, adjusted for any discrete items during the quarter. The Company has recorded an income tax provision of zero and less than $0.1 million during the three months ended March 31, 2026 and 2025, respectively, related to foreign income taxes in Canada. Other than Canadian income taxes, there is no zero and (0.22 )% for the three months ended March 31, 2026 and 2025, respectively. The Company continues to maintain a full valuation allowance on its net deferred tax assets in the U.S. and Canada.
15.Leases
The Company leases office space and research and development space in Sacramento, California and Sarnia, Ontario under non-cancelable lease agreements and leases various office equipment, and warehouse space. The Company’s operating leases have remaining lease terms of one to eight years .
16. Commitments and Contingencies
Commitments
The Company entered into multiple purchase agreements with various vendors to purchase equipment to fulfill a near-term demand for its PET closures during 2024. Pursuant to the agreements, the Company committed to purchase the equipment with installment payments. The Company made payments totaling $41.8 million through March 31, 2026, and has recorded the amount in property, plant, and equipment, net on the unaudited condensed consolidated balance sheets. The Company is obligated to make additional payments toward the remaining balances of up to approximately $18.1 million subject to the achievement of certain milestones.
In December 2016, the Company entered into a patent license agreement for $0.5 million, which expires upon expiration of the last to expire of the licensed patents. Under this agreement, if the Company manufactures specific products at Origin 1 based on the patents and sells those products, the Company would pay a royalty up to a cumulative $0.5 million. Thereafter, no further payments will be due for any production at Origin 1. If production of products based on the licensed patents occurs at other facilities, the Company will pay an upfront license fee royalty and a variable royalty based on production at that subsequent facility, capped at an aggregate $10.0 million per such facility. Certain products that the Company is currently developing, if sold, are expected to utilize these patents. The Company does not currently anticipate such sales. No payments have been made under this agreement through March 31, 2026.
In September 2011, the Company entered into a nonexclusive patent license agreement, which expires upon expiration of the patent. Under this agreement, if the Company develops and sells specific products based on the patent, the Company would pay a royalty up to $2.0 million per year and $10.0 million in the aggregate. Certain products that the Company is currently developing, if sold, are expected to utilize these patents. The Company does not currently anticipate such sales. There were no and $0.1 million payments for the annual royalties made during the three months ended March 31, 2026 and 2025, respectively.
The Company enters into supply and service arrangements in the normal course of business. Supply arrangements are primarily for fixed-price manufacture and supply. Service agreements are primarily for the development of manufacturing processes and certain studies. Commitments under service agreements are subject to cancellation at our discretion which may require payment of certain cancellation fees. The timing of completion of service arrangements is subject to variability in estimates of the time required to complete the work.
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Contingencies
At times there may be claims and legal proceedings generally incidental to the normal course of business that are pending or threatened against the Company. Since August 2023, the Company has been litigating a putative securities class action in the United States District Court for the Eastern District of California (the “Court”) against the Company and certain of its officers alleging violations of the federal securities laws in connection with the Company’s announcement on August 9, 2023, that it expected the timeline for construction of its Origin 2 project to be delayed (In re Origin Materials, Inc. Sec. Litig., No. 2:23-cv-01816-WBS-JDP (E.D. Cal.)). In March 2025, two shareholders each filed a derivative complaint in the Eastern District of California against certain of the Company’s current and former directors, with the Company as a nominal defendant. The cases are Thomas Kaspar v. John Bissell, et al., Case No. 2:25-at-00326 (E.D. Cal. Mar. 7, 2025) and Travis Tanasse v. John Bissell, et al., Case No. 2:25-at-00331 (E.D. Cal. Mar. 10, 2025). The complaints alleged breaches of fiduciary duty and related state and federal claims in connection with the same August 9, 2023 announcement by the Company that is at issue in the In re Origin Materials, Inc. Sec. Litig. case. As relief, purportedly on behalf of the Company, each plaintiff has sought unspecified damages, fees and costs, and governance changes. In October 2025, the Company entered into binding agreements to settle the putative shareholder class action lawsuit and the related derivative litigation. On January 7, 2026, the Court granted preliminary approval of the settlement of the securities class action, and on January 20, 2026, the Court granted final approval of the settlement of the derivative litigation.
17. Basic and Diluted Net Loss Per Share
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders. Basic net loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period, which excludes Sponsor Vesting Shares which are legally outstanding, but subject to return to the Company. Diluted net loss per share is computed by dividing net loss for the period by the weighted-average common shares outstanding during the period, plus the dilutive effect of the stock options and RSU awards, as applicable pursuant to the treasury stock method. The following table sets forth the computation of basic and diluted net loss per share:
| (In thousands, except for share and per share amounts) | Three Months Ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net loss attributable to common stockholders—Basic | $ | ( | $ | ( | |||||||||||||||||||
Net loss attributable to common stockholders—Diluted | $ | ( | $ | ( | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
Weighted-average common shares outstanding—Basic (1) | |||||||||||||||||||||||
Weighted-average common shares outstanding—Diluted (1) | |||||||||||||||||||||||
Net loss per share—Basic | $ | ( | $ | ( | |||||||||||||||||||
Net loss per share—Diluted | $ | ( | $ | ( | |||||||||||||||||||
(1)Excludes weighted-average Sponsor Vesting Shares subject to return of 50,000 and 100,000 shares for each of the three months ended March 31, 2026 and 2025, respectively.
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Diluted net loss per share reflects the potential dilution of securities that could dilute share in the earnings of an entity. The following potentially dilutive securities for common stock were outstanding and excluded from diluted net loss per share as they are subject to performance or market conditions that were not achieved as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Options to purchase common stock | |||||||||||||||||||||||
| Performance-based stock awards | |||||||||||||||||||||||
| Earnout shares | |||||||||||||||||||||||
| Sponsor Vesting Shares | |||||||||||||||||||||||
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Options to purchase common stock | |||||||||||||||||||||||
| Warrants to purchase common stock | |||||||||||||||||||||||
| RSU awards | |||||||||||||||||||||||
Convertible notes (if converted) | |||||||||||||||||||||||
18. Subsequent Events
On April 28, 2026, the Board of Directors of the Company approved a reduction in workforce, which was effective on May 1, 2026, This reduced Origin's workforce by approximately 59 %, while maintaining the necessary support for the Plan of Dissolution, resulting in approximately $14.0 million decrease in annual operating expenses. Origin anticipates that it will incur approximately $2.1 million in restructuring charges in connection with the workforce reduction, consisting of cash expenditures for severance and benefits costs. Origin expects to incur the majority of expenses related to the workforce reduction by the end of the second quarter of 2026. These estimated charges are subject to a number of assumptions, including legal requirements in various jurisdictions, and actual results may differ materially from these estimates. The Company may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction.
In connection with the reduction-in-force above, John Bissell has stepped down as Chief Executive Officer, effective May 1, 2026. Mr. Bissell will continue to serve on the Board of Directors. Matt Plavan, our Chief Financial Officer and Chief Operating Officer has been appointed Interim Chief Executive Officer, effective May 1, 2026.
On May 14, 2026, the Board of Directors of the Company approved a Management Incentive Plan (a "MIP") in connection with the Plan of Dissolution. The purpose of the MIP is to establish a performance-based incentive bonus opportunity that aligns the interests of key employees with those of the Company's stockholders. The MIP rewards participants only to the extent that proceeds realized from the sale of specified Company assets exceed designated minimum value thresholds.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Origin Materials, Inc. (“the Company”, “Origin”, “we”, “us” and “our”) makes forward-looking statements in this Quarterly Report on Form 10-Q (this “Report”) 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 Report, 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 Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” 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 Report, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements.
Other risks and uncertainties set forth in this Report, including risk factors discussed in Item 1A under the heading, “Risk Factors”.
Overview
Until recently, we were a technology company with a mission to enable the world’s transition to sustainable materials. On May 1, 2026, we announced that, after extensive consideration of potential strategic alternatives, our Board of Directors (the “Board”) had unanimously approved the dissolution and liquidation of Origin (the “Dissolution”) pursuant to a plan of complete liquidation and dissolution, or the Plan of Dissolution, subject to stockholder approval.
Our Board believes that the dissolution and liquidation of Origin Materials is advisable and in the best interests of Origin Materials and our stockholders. The decision of the Board followed a lengthy process in which the Board consulted with management, and financial, accounting and legal advisors, and carefully considered the risks, timing, viability and potential impact to our stockholders of the alternatives potentially available to us.
If the Dissolution is approved by our stockholders, our Board will have sole discretion to determine if and when (at such time as they deem appropriate following stockholder approval of the Dissolution) to proceed with the Dissolution. If the Board decides to proceed with the Dissolution, we will liquidate our remaining assets, satisfy or make reasonable provision for our remaining obligations, and make distributions to the stockholders of available proceeds, if any.
In connection with seeking stockholder approval of the Dissolution, we have filed a proxy statement with the Securities and Exchange Commission with further information regarding the proposed Dissolution. Investors are advised to review such proxy statement as well as an supplements we may file for further information regarding the proposed Dissolution.
Reduction-in-Force
Following our Board's approval of the Plan of Dissolution, we began discontinuing our PET closures program and, on May 1, 2026, we reduced our workforce by approximately 59%, resulting in an approximately $14.0 million decrease in annual operating expenses. We anticipate that we will incur approximately $2.1 million in restructuring charges in connection with the workforce reduction, consisting of cash expenditures for severance and benefits costs. We expect to incur the majority of expenses related to the workforce reduction by the end of the second quarter of 2026. These estimated charges are subject to a number of assumptions, including legal requirements in various jurisdictions, and actual results may differ materially from these estimates. We may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction.
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Basis of Presentation
We currently conduct our business through one operating segment and our historical results are reported under accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in U.S. Dollars.
Components of Results of Operations
We are in the relatively early stages of recognizing revenue and our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations.
Revenues
We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment. We generally procure, will produce, and sell product to be utilized in the manufacturing of finished products, for which we recognize revenue upon shipment. We purchase materials from various vendors and sell them to our customers for a moderate margin under our supply chain activation program as we establish the logistics and invoicing capabilities for our own products.
Cost of Revenues
Cost of revenues for product sales consists primarily of cost associated with the purchase of finished goods.
Research and Development Expenses
Our research and development (“R&D”) expenses have consisted primarily of development of a new manufacturing process for PET closures that is different from the injection and compression molding methods traditionally used for HDPE and polypropylene closures. Different closure formats have different geometries and technical needs, including tolerances to pressure and temperature. Our R&D expenses also include personnel-related costs like stock-based compensation and professional fees.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel-related costs, including stock-based compensation and professional fees, including, the costs of accounting, audit, legal, regulatory and tax compliance.
Other Income (Expenses)
Our other income (expenses) consists of income from governmental grant programs, interest expenses for notes payable and other liabilities, interest and investment income (expenses) on marketable securities, realized gain or loss on marketable securities, investment fee, and gain or loss related to changes in the fair value of derivative assets and liabilities. We expect to incur incremental income (expenses) for the fair value adjustments of these assets and liabilities at the end of each reporting period.
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Gain (Loss) in Fair Value of Common Stock Warrants Liability
The gain in fair value of common stock warrants liability consists of the change in fair value of the Warrants (the Public Warrants together with the Private Placement Warrants, the “Common Stock Warrants” or “Warrants”). We expect to incur incremental income (expenses) for the fair value adjustments for the outstanding common stock warrants liability at the end of each reporting period or through the exercise of the warrants.
Gain (Loss) in Fair Value of Earnout Liability
The gain in fair value of earnout liability consists of the change in fair value of the future contingent equity shares related to the Merger. We recognize incremental income (expenses) for the fair value adjustments of the outstanding liability at the end of each reporting period.
Gain in Fair Value of Convertible Notes
The loss in fair value of convertible notes consists of the change in fair value of the Convertible Notes, and we utilized the Black-Scholes Merton model which incorporates inherent uncertainties and generally requires significant judgment including factors such as the risk-free interest rate and the expected volatility of the price of the underlying stock to value the Convertible Notes. We measure the fair value at each reporting period.
Income Tax Provision
Our income tax provision consists of an estimate for U.S. federal, state, and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance against the full value of our U.S. federal, state and foreign net deferred tax assets because we believe the recoverability of the tax assets is not more likely than not.
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Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
The following table summarizes our results of operations with respect to the items set forth in such table for the three months ended March 31, 2026 and 2025 together with the change in such items in dollars and as a percentage.
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | Variance $ | Variance % | ||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Products | $ | 477 | $ | 5,430 | $ | (4,953) | (91) | % | ||||||||||||||||||
| Total revenues | 477 | 5,430 | (4,953) | (91) | % | |||||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 337 | 5,317 | (4,980) | (94) | % | |||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Research and development | 2,758 | 3,301 | (543) | (16) | % | |||||||||||||||||||||
| General and administrative | 12,708 | 10,111 | 2,597 | 26 | % | |||||||||||||||||||||
| Depreciation and amortization | 1,185 | 2,714 | (1,529) | (56) | % | |||||||||||||||||||||
| Impairment of assets | — | 16,610 | (16,610) | (100) | % | |||||||||||||||||||||
| Total operating expenses | 16,651 | 32,736 | (16,085) | (49) | % | |||||||||||||||||||||
| Loss from operations | (16,511) | (32,623) | 16,112 | (49) | % | |||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||||
| Investment income | 611 | 1,206 | (595) | (49) | % | |||||||||||||||||||||
| Interest expenses | (16) | (48) | 32 | (67) | % | |||||||||||||||||||||
| Loss in fair value of derivatives | — | (38) | 38 | (100) | % | |||||||||||||||||||||
| Gain in fair value of common stock warrants liability | 78 | 2,778 | (2,700) | (97) | % | |||||||||||||||||||||
| Gain in fair value of earnout liability | — | 2,462 | (2,462) | (100) | % | |||||||||||||||||||||
| Loss in fair value of convertible notes | (1,890) | — | (1,890) | 100 | % | |||||||||||||||||||||
| Other income (expenses), net | 78 | (119) | 197 | (166) | % | |||||||||||||||||||||
| Total other income, net | (1,139) | 6,241 | (7,380) | (118) | % | |||||||||||||||||||||
| Loss before income tax provision | (17,650) | (26,382) | 8,732 | (33) | % | |||||||||||||||||||||
| Income tax provision | — | (59) | 59 | (100) | % | |||||||||||||||||||||
| Net loss | $ | (17,650) | $ | (26,441) | $ | 8,791 | (33) | % | ||||||||||||||||||
Revenues
Revenues decreased $5.0 million, or 91%, during the three months ended March 31, 2026 compared to the same period in 2025. The decrease in product revenue is primarily due to the planned reduction in our supply chain activation program.
Cost of Revenues
Cost of revenues decreased $5.0 million, or 94%, during the three months ended March 31, 2026 compared to the same period in 2025. The decrease is primarily attributable to the decrease in revenue associated with our supply chain activation program.
General and Administrative Expenses
General and administrative expenses increased $2.6 million, or 26%, during the three months ended March 31, 2026 compared to the same period in 2025. The increase is primarily attributable to a $4.6 million increase in bad debt expenses as there was increased doubt about our ability to collect our accounts receivable balance at March 31, 2026, which was
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offset by a $1.0 million decrease in professional fees, and $1.0 million decrease in stock-based compensation resulting from a reduction in headcount and declined by the price of our common stock.
Depreciation and Amortization Expenses
Depreciation and amortization expenses decreased $1.5 million, or (56)%, during the three months ended March 31, 2026 compared to the same period in 2025. The decrease is mainly driven by the impairment of Origin 1 during the fourth quarter of 2025 when the decision was made to indefinitely suspend all further furanics platform development and plant operations for Origin 1.
Impairment of Assets
During the three months ended March 31, 2025 we recorded a non-cash impairment loss of $16.6 million related to a discharge of the advance payments for the materials conversion agreement with a counterparty in 2025. There was no impairment charge during the three months ended March 31, 2026.
Changes in Fair Value of Common Stock Warrants Liability and Earnout Liability
We recognized an aggregate gain related to the changes in fair values of common stock warrants liability and earnout liability of less than $0.1 million during the three months ended March 31, 2026 compared to an aggregate gain of $5.2 million during the same period in 2025. The aggregate loss related to the change in fair values was $5.2 million. The decrease in the gain related to the change in fair value of earnout liability of $2.5 million is the result of the revaluation of the earnout liability with the fair value of such liability unchanged in the three months ended March 31, 2026 as compared to decreasing significantly of the fair value of liability during the same period in 2025. The $2.7 million decrease in the gain related to the change in fair value of common stock warrants liability is the result of a smaller decrease in the fair value of the common stock warrants in the three months ended March 31, 2026 as compared to a significant decrease in the fair value during the same period in 2025. The movement in these instruments’ fair values are driven by the price of our common stock.
Changes in Fair Value of Convertible Notes
We entered into a purchase agreement with an institutional purchaser in November 2025, providing for the issuance in tranches of the convertible notes. We have elected to account for the convertible notes at fair value under the fair value option, under which the convertible notes are initially measured at fair value and subsequently remeasured at each reporting period. We recognized a loss of $1.9 million which included 8% premium for the convertible notes cash repayment of $0.6 million in the changes in fair values of convertible debt during the three months ended March 31, 2026.
Liquidity, Capital Resources and Going Concern
Sources of Liquidity
As of March 31, 2026, we had $32.6 million in cash, cash equivalents, and marketable securities. We have experienced net losses and negative cash flows from operating activities since our inception and had an accumulated deficit of $305.5 million as of March 31, 2026. We incurred a net loss and net cash used in operating activities of $17.7 million and $4.9 million, respectively, for the three months ended March 31, 2026. Our cash equivalents are invested primarily in U.S. Treasury money market funds and our marketable securities are primarily U.S. government and agency securities, corporate bonds, asset-backed securities, foreign government and agency securities, and municipal bonds. We began winding down our legacy supply chain activation program in 2025, and as of March 31, 2026, we had $5.4 million in accounts receivable. Additionally, as of March 31, 2026, we had $9.1 million of land held for sale in Geismar, Louisiana. The timing of the collection of our accounts receivable and sale of land is uncertain, and in light of our announced Dissolution we may collect less than the full amount of such accounts receivable and may not sell such land at its carrying amount on our unaudited condensed consolidated balance sheets as of March 31, 2026.
Going Concern
In light of our planned Dissolution, we have determined there is substantial doubt about our ability to continue as a going concern for a period of twelve months from the date the unaudited condensed consolidated financial statements contained in this Report are issued. See the section above titled “Overview” for a discussion of the Plan of Dissolution approved by our Board of Directors on April 28, 2026.
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Indebtedness
As of March 31, 2026, we had $16.5 million of indebtedness under a Canadian government program and no funding was received during the three months ended March 31, 2026. Additionally, we had liability balances consisting of $4.5 million notes payable, short-term, $7.7 million notes payable, long-term, and $1.1 million of unpaid accrued interest recorded in other liabilities, current as of March 31, 2026.
In November 2016, Legacy Origin received a $5.0 million prepayment from a legacy stockholder for product from Origin 1. The prepayment was to be credited against the purchase of products over the term of the Offtake Agreement and was secured by a promissory note to be repaid in cash in the event that the prepayment could not be credited against the purchase of product. The remaining repayments in the amount of $1.8 million is due on September 1, 2026 (inclusive of accrued but unpaid interest of 3.5% per annum). At March 31, 2026, the total note principal outstanding balance was $1.7 million in notes payable, short-term, and unpaid accrued interest of less than $0.1 million was recorded in other liabilities, current. For additional information, see Note 7 “Notes Payable” to the unaudited condensed consolidated financial statements in this Report.
In September 2025, Origin Closures, LLC, our wholly-owned subsidiary, executed a Secured Promissory Note (the “Note”) with Starlinger & Co Gesellschaft m.b.H. (“Starlinger”), one of our manufacturers. The outstanding Note balance was $2.7 million in notes payable, short-term, $7.7 million in notes payable, long-term, and $1.1 million of unpaid accrued interest recorded in other liabilities, current. For additional information, see Note 7 “Notes Payable” to the unaudited condensed consolidated financial statements in this Report.
In November 2025, we entered into a purchase agreement with an institutional purchaser, providing for the issuance in tranches of the convertible notes with a principal face amount of up to $100.0 million and a 10.0% original issue discount. The convertible notes bear no interest rate (except upon event of default) and, unless earlier converted or redeemed, will mature on the date that is the thirty-month anniversary of the last day of the month in which the closing with respect to the applicable convertible notes occurs. The outstanding balance of the convertible notes was $7.0 million as of March 31, 2026. For additional information, see Note 8 “Convertible Notes” to the unaudited condensed consolidated financial statements in this Report.
Cash Flows for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
The following table shows a summary of cash flows for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Net cash used in operating activities | $ | (4,867) | $ | (8,439) | ||||||||||
| Net cash (used in) provided by investing activities | 244 | 540 | ||||||||||||
| Net cash used in financing activities | (8,640) | (4,542) | ||||||||||||
| Effects of foreign exchange rate changes on the balance of cash and cash equivalents held in foreign currencies | (469) | (31) | ||||||||||||
| Net decrease in cash and cash equivalents | $ | (13,732) | $ | (12,472) | ||||||||||
Cash Used in Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 was $4.9 million. Non-cash expenses recognized that were added back to the net loss of $17.7 million include $1.2 million depreciation and amortization, $4.6 million provision for credit losses, $1.9 million change in fair value of convertible notes, and $1.0 million stock-based compensation. Additionally, changes in operating assets include $3.6 million decrease in accounts receivable and other receivables, and $1.3 million decrease in prepaid expenses and other current assets were added back to the net loss as well.
Net cash used in operating activities for the three months ended March 31, 2025 was $8.4 million. Non-cash expenses recognized that were added back to the net loss of $26.4 million include $16.6 million impairment loss, $2.7 million depreciation and amortization, and $2.3 million stock-based compensation. Also, there were $1.4 million increase in accrued expenses. These adjustments were partially offset by the $2.8 million change in fair value of common stock warrants liability and $2.5 million change in fair value of earnout liability.
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Cash Provided by Investing Activities
Net cash provided by investing activities was $0.2 million for the three months ended March 31, 2026, compared to net cash provided by investing activities of $0.5 million over the same period in 2025. The change was primarily related to the decrease in maturities of marketable securities of $2.6 million which was partially offset by the increase in net sales of marketable securities by $2.2 million.
Cash Used in Financing Activities
Net cash used in financing activities was $8.6 million for the three months ended March 31, 2026, compared to net cash used in financing activities of $4.5 million over the same period in 2025. The $4.1 million change was primarily related to the payment of convertible notes of $4.5 million.
Material Cash Requirements from Known Contractual and Other Obligations
Our material cash requirements from known contractual and other obligations as of March 31, 2026, consisted of:
•Operating lease liabilities included on our unaudited condensed consolidated balance sheets consist of future non-cancelable minimum rental payments under operating leases for our office space, research and development space, and leases of various office equipment, warehouse space. Operating lease liabilities of $0.3 million are short term and the remaining $3.4 million is long-term.
•In the near-term, we anticipate making payments related to the repayment agreement associated with the notes payable. The repayment in the amount of $1.8 million is due on September 1, 2026 (inclusive of accrued but unpaid interest). However, the prepayment could be used to credit against the purchase of products over the term of the associated offtake agreement. For additional information, see Note 7 “Notes Payable” to the unaudited condensed consolidated financial statements in this Report.
•We anticipate making monthly payment to repay the convertible notes. The convertible notes bear no interest rate (except upon event of default) and, unless earlier converted or redeemed, will mature on the date that is the 30-month anniversary of the last day of the month in which the closing with respect to the applicable convertible notes occurs. The installment amount equals (i) $3.0 million if paid in cash or (ii) if satisfied with shares of common stock, an amount equal to the greater of (x) $2.0 million and (y) 20.0% of the aggregate daily traded volume of the common stock on The Nasdaq Capital Market over the course of the applicable month. At the initial closing, we issued $16.7 million in aggregate principal amount of convertible notes and received $15.0 million, net with the original issue discount. The monthly repayments were made each month during the three months ended March 31, 2026, and we expect to pay off the entire balances in May 2026. For additional information, see Note 8 “Convertible Notes” to the unaudited condensed consolidated financial statements in this Report.
Critical Accounting Policies and Estimates
Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these unaudited condensed consolidated financial statements, we are required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the unaudited condensed consolidated financial statements. Our significant accounting policies are described in Note 2 “Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements included elsewhere in this Report. Our critical accounting policies and estimates were described in Part II, Item 7, Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 27, 2026. Accordingly, these are the policies and estimates we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations:
•The revenue recognition from contracts with customers
•The impairment of long-lived assets
•Fair value of the convertible notes
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Recent Accounting Pronouncements
See Note 3 “Recent Accounting Pronouncements” to the unaudited condensed consolidated financial statements in this Report for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations and cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide the information required by Item 305 of Regulation S-K.
Item 4. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “internal controls over financial reporting,” as such term is defined in Rule 13a-15(f) under the Exchange Act, our management, including our Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, believe that our disclosure controls and procedures and our internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all instances of fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control deficiencies and instances of fraud, if any, have been detected. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Evaluation of Disclosure Controls and Procedures
Our management, under the direction of our Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our management, including our Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, has concluded that, as of March 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. — OTHER INFORMATION
Item 1. Legal Proceedings
For a description of our legal proceedings, please see the description set forth in Note 16 “Commitments and Contingencies” in the notes to the unaudited condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors
The following risk factors apply to our business and operations. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes to such unaudited condensed consolidated financial statements included elsewhere in this Report and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Report.
Risks Related to the Plan of Dissolution and the Dissolution
The amount, if any, that we distribute to our stockholders in connection with the Dissolution may be substantially less than the amount we initially estimate if the amounts of our liabilities, other obligations and expenses, or claims against us are higher than we currently anticipate or larger contingency reserves are established.
If our stockholders approve the Plan of Dissolution, the amount of cash ultimately distributed to our stockholders in the initial distribution depends on the value realized upon the sale of our remaining assets, on the amount of our liabilities, obligations and expenses and claims against us, and contingency reserves that we establish during the liquidation process. We have attempted to estimate reasonable reserves for such liabilities, obligations, expenses and claims against us. However, those estimates may be inaccurate. Factors that could impact our estimates include the following:
•if any of the estimates regarding the Plan of Dissolution, , including the amounts received from the sale of our non-cash assets and the expenses to satisfy outstanding obligations, liabilities, and claims during the liquidation process, are inaccurate;
•if unforeseen claims are asserted against us, we will have to defend or resolve such claims or establish a reasonable reserve before making distributions to our stockholders; and
•if the estimates regarding the expenses to be incurred in the liquidation process, including expenses of personnel required and other operating expenses (including legal, accounting and other professional fees) necessary to dissolve and liquidate the Company, are inaccurate.
If any of the foregoing occurs, the amount we distribute to our stockholders, both initially and ultimately, may be substantially less than the amount we currently estimate. In addition, under Delaware law, claims and demands may be asserted against us at any time during the three years following the effective date of the filing of the Certificate of Dissolution. Accordingly, the Board may obtain and maintain insurance coverage for such potential claims. The Board also expects to retain cash for unknown, contingent and/or conditional liabilities, and may also set aside additional amounts of cash or other assets as a reserve to satisfy claims against us and our obligations that may arise during the three-year period following the effective date of the filing of the Certificate of Dissolution. As a result of these factors, we may retain for distribution at a later date some or all of the estimated amounts that we expect to distribute to stockholders.
We may not be successful in selling our assets and programs or collecting our outstanding accounts receivable balance, which would decrease the amount of cash available to distribute to our stockholders.
We will begin focusing our efforts on the sale of our assets and programs and the collection of our outstanding accounts receivable balance as we pursue the Plan of Dissolution in the near term. We may not be successful with the with sale of our assets and programs and the collection of our outstanding accounts receivable balance, which will decrease the remaining cash available for use in our business and may diminish or delay any distributions to our stockholders in connection with the Plan of Dissolution.
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If our stockholders vote against the Plan of Dissolution, it would be very difficult for us to continue our business operations.
If our stockholders do not approve the Plan of Dissolution, we would have to continue our business operations from a difficult position, in light of our announced intent to dissolve and liquidate. Prospective employees, vendors and other third parties may refuse to form relationships or conduct business with us if they do not believe we will continue to operate as a going concern.
If our stockholders do not approve the Plan of Dissolution, then we will not proceed with the Dissolution and we will continue our corporate existence and the Board will continue to explore strategic alternatives to maximize shareholder value.
The payment of the distribution to our stockholders could be delayed.
The Board intends, subject to contingencies inherent in winding down our business, to make the initial distribution, as promptly as practicable our remaining non-cash assets are sold and as creditor claims and contingent liabilities are paid or settled. However, we are currently unable to predict the precise timing of the distribution or whether such liquidating distribution will occur at all. The timing of the distribution will depend on and could be delayed by, among other things, the time required to sell or otherwise liquidate our remaining non-cash assets and claim settlements with creditors. Additionally, a creditor could seek an injunction against the making of such distributions to our stockholders on the ground that the amounts to be distributed were needed to provide for the payment of our liabilities and expenses. Any action of this type could delay or substantially diminish the amount available for such distribution to our stockholders.
If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each stockholder receiving the distribution could be held liable for payment to our creditors of his, her or its pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder in dissolution.
If the Plan of Dissolution is approved by our stockholders, we currently intend to file a Certificate of Dissolution with the Delaware Secretary of State dissolving Origin Materials, Inc. Pursuant to the Delaware General Corporation Law ("DGCL"), we will continue to exist for three years after our dissolution or for such longer period as the Delaware Court of Chancery shall direct, for the purpose of prosecuting and defending suits against the Company and enabling us gradually to close our business, to dispose of our property and to discharge our liabilities. Under the DGCL, in the event we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each stockholder of record as of the Effective Time could be held liable for payment to our creditors of such stockholder’s pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder in dissolution.
Although the liability of any stockholder is limited to the amounts previously received by such stockholder from us (and from any liquidating trust or trusts) pursuant to the Plan of Dissolution, this means that a stockholder could be required to return all liquidating distributions previously made to such stockholder and receive nothing from us under the Plan of Dissolution. Moreover, in the event a stockholder has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we will endeavor to make adequate reserves for all known, contingent, and unknown liabilities, there is no guarantee that the reserves established by us will be adequate to cover all such expenses and liabilities.
No further stockholder approval will be required.
Approval of the Plan of Dissolution and the actions contemplated thereby requires the affirmative vote of a majority of our outstanding shares of common stock. If our stockholders approve the Plan of Dissolution, we will be authorized to cease operations, sell, license or otherwise dispose of all of our remaining non-cash assets and dissolve the Company without further approval of our stockholders, unless required to do so by Delaware law.
Our stockholders may not be able to recognize a loss for U.S. federal income tax purposes until they receive a final distribution from us.
As a result of the Dissolution, for U.S. federal income tax purposes, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to the difference between (i) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (ii) the stockholder’s adjusted tax basis in each share of our common stock. A liquidating distribution pursuant to the Plan of Dissolution may occur at various times and in more than one tax year. Any loss generally will be recognized by a stockholder only in the tax year in which the stockholder receives our final liquidating distribution, and then only if the aggregate value of all liquidating distributions with respect to a share of our common stock is less than the stockholder’s tax basis for that share.
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Stockholders are urged to consult with their own tax advisors as to the specific tax consequences to them of the Dissolution pursuant to the Plan of Dissolution.
Our Board may at any time turn management of the liquidation over to a third party, and some or all of our directors may resign from our Board at any time.
Our Board may at any time turn our management over to a third party to complete the liquidation of our remaining assets and distribute the available proceeds to our stockholders, and a number of our directors may resign from our Board prior to or in connection with the filing of the Certificate of Dissolution. If management is turned over to a third party and all of our directors resign from our Board, the third party would have sole control over the liquidation process.
If we decide to use a liquidating trust, interests of our stockholders in such a trust may not be transferable.
Under the Plan of Dissolution, the Board has the authority to use a liquidating trust. If a liquidating trust is established, the interests of our stockholders in a liquidating trust set up by us may not be transferable, which could adversely affect your ability to realize the value of such interests. Even if transferable, the interests are not expected to be listed on a national securities exchange, and the extent of any trading market therein cannot be predicted. Moreover, the interests may not be accepted by commercial lenders as security for loans as readily as more conventional securities with established trading markets. In addition, as stockholders will be deemed to have received a liquidating distribution equal to their pro rata share of the value of the net assets distributed to an entity which is treated as a liquidating trust for tax purposes, the distribution of non-transferable interests would result in tax liability to the interest holders without their being readily able to realize the value of such interest to pay such taxes or otherwise.
We can abandon or revoke the Dissolution and this may cause prior distributions made in liquidation to be treated as dividends.
By approving the Dissolution, stockholders will also be granting the Board the authority, notwithstanding stockholder approval of the Dissolution Proposal, to abandon the Dissolution prior to the filing of the Certificate of Dissolution without further stockholder action, if the Board determines that the Dissolution is not in the best interests of the Company and our stockholders.
Under Delaware law, after the effectiveness of the filing of a certificate of dissolution, a corporation’s board of directors may revoke a corporation’s dissolution if holders of a majority of the stock of the corporation which was outstanding and entitled to vote upon the dissolution at the time of its dissolution approve a resolution adopted by the board of directors recommending such revocation. If the Dissolution is abandoned or revoked, then all prior distributions made in liquidation to stockholders may be treated as dividends to the extent of our current and accumulated earnings and profits.
Risks Related to Ownership of Our Shares
Our Certificate of Incorporation provides, subject to limited exceptions, that the Delaware Court of Chancery is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a chosen judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the Delaware Court of Chancery or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Certificate of Incorporation. In addition, our Certificate of Incorporation provides that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
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Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
Our Certificate of Incorporation and Bylaws contain provisions that could delay or prevent a change in control of us. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:
•authorizing our Board to issue Preferred Stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;
•prohibiting cumulative voting in the election of directors;
•providing that vacancies on our Board may generally be filled only by a majority of directors then in office, even though less than a quorum;
•prohibiting the adoption, amendment or repeal of the Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors;
•prohibiting stockholder action by written consent;
•limiting the persons who may call special meetings of stockholders; and
•requiring advance notification of stockholder nominations and proposals.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management. In addition, the provisions of Section 203 of the General Corporation Law of the State of Delaware (“DGCL”) will govern us. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time without the consent of our Board. These and other provisions in our Certificate of Incorporation and our Bylaws under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Our Certificate of Incorporation and Bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.
In addition, as permitted by Section 145 of the DGCL, the Bylaws and its indemnification agreements that we entered into with our directors and officers provide that:
•we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;
•we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;
•we will be required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;
•we will not be obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnities, except with respect to proceedings authorized by our Board or brought to enforce a right to indemnification;
•the rights conferred in the Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and
•we may not retroactively amend our Bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.
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We completed a reverse stock split of our shares of common stock, which may reduce and limit the market trading liquidity of the shares due to the reduced number of shares outstanding, and may have an anti-takeover effect.
The liquidity of our common stock may be adversely affected by the Reverse Stock Split as a result of the reduced number of shares outstanding. The Reverse Stock Split may increase the number of stockholders who own odd lots of our common stock, creating the potential for such stockholders to experience an increase in the cost to sell their shares and greater difficulty associated with such sales. Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions, and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split will produce its intended benefits, that the market price of our common stock will remain higher following the Reverse Stock Split, or that the market price of our common stock will not decrease in the future.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
There are no disclosures required by this Item 5, including those relating to “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements,” as those terms are defined in Item 408 of Regulation S-K.
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-39378 | 3.3 | July 1, 2021 | |||||||||||||||||||||||||||
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-39378 | 3.1 | March 19, 2026 | |||||||||||||||||||||||||||
| 3.3 | Amended and Restated Bylaws of the Company. | 8-K | 001-39378 | 3.1 | December 11, 2025 | |||||||||||||||||||||||||||
| 10.1 | Form of Executive Officer Retention Agreements | 10-K | 001-39378 | 10.45 | March 27, 2026 | |||||||||||||||||||||||||||
| 10.2* | Management Incentive Plan | |||||||||||||||||||||||||||||||
| 31.1* | Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | |||||||||||||||||||||||||||||||
32.1+ | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||||||||
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | |||||||||||||||||||||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
______________
*Filed herewith.
+ Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
^ Certain confidential information contained in this exhibit, marked by [***], has been omitted pursuant to Item 601(b) of Regulation S-K because it is both (i) not material and (ii) is the type that the Company treats as private or confidential.
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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 thereunto duly authorized.
| ORIGIN MATERIALS, INC. | ||||||||
Date: May 14, 2026 | By: | /s/ Matt Plavan | ||||||
Matt Plavan | ||||||||
| Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer | ||||||||
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FAQ
What were Origin Materials (ORGN) Q1 2026 revenues and net loss?
Origin Materials reported Q1 2026 revenue of $477,000, down from $5.43 million a year earlier. The company recorded a net loss of $17.65 million, compared with a $26.44 million net loss in Q1 2025, reflecting significantly reduced activity but ongoing expenses.
What is the Plan of Dissolution approved by Origin Materials’ Board?
On April 28, 2026, Origin’s Board unanimously approved a Plan of Dissolution, subject to stockholder approval. The plan contemplates an orderly sale of technology and assets, followed by dissolution and wind-down of the company, rather than continuing as an operating growth business.
Does Origin Materials’ Q1 2026 filing raise going concern issues?
Yes. Origin states its $32.6 million in cash, cash equivalents, and marketable securities as of March 31, 2026 would not fund operations for 12 months. Management concluded this raises substantial doubt about the company’s ability to continue as a going concern under ASC 205‑40.
How is Origin Materials reducing costs in connection with the dissolution plan?
The Board approved a workforce reduction effective May 1, 2026 that cuts headcount by approximately 59%. Origin expects about $14.0 million in annual operating expense savings and around $2.1 million in restructuring charges, largely for severance and benefits during Q2 2026.
What were Origin Materials’ cash and total assets at March 31, 2026?
As of March 31, 2026, Origin held $19.19 million in cash and cash equivalents and $13.46 million in marketable securities, for $32.6 million of liquidity. Total assets were $135.08 million, including $79.73 million of property, plant, and equipment and $9.13 million of land held for sale.
Did Origin Materials complete a reverse stock split before this quarter?
Yes. Origin implemented a one‑for‑thirty reverse stock split effective March 19, 2026. All share and per‑share figures in the Q1 2026 financial statements have been retroactively adjusted, and each 30 warrants must now be exercised for one common share at an aggregate price of $345.00.