[8-K] Origin Materials, Inc. Reports Material Event

Rhea-AI Filing Summary

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

Positive

• Nasdaq granted a 180-day extension to regain compliance, not an immediate delisting
• Company meets market-value and other initial listing standards, narrowing the compliance issue to the minimum bid requirement

Negative

• Noncompliance with Nasdaq's Minimum Bid Requirement (closing bid below $1.00)
• Risk of delisting on or after April 6, 2026 if the company fails to achieve a 10-day $1.00 close
• Potential shareholder impact from a reverse stock split if management elects that remedy

Insights

Nasdaq Listing Counsel

Nasdaq granted a standard 180-day cure period tied to the $1.00 minimum bid rule.

The exchange's notice confirms the company satisfies market-value and other initial-listing requirements but fails the $1.00 minimum closing bid test. The prescribed remedy — achieving a $1.00 close for 10 consecutive business days — is a well-established compliance route and may be achieved by market moves or a reverse stock split.

Key dependencies include share-price action over the next 180 days and any corporate actions to concentrate the float. The practical timeline to watch is through April 6, 2026; failure to clear the test will lead to delisting notice and possible appeal to a hearings panel, which carries execution risk and uncertain outcome.

Corporate Finance Officer

The company flagged active monitoring and evaluation of options, including a possible reverse split.

Operationally, management must balance market reception, shareholder approval (if required for a reverse split), and timing to create a 10-day streak at or above $1.00. Any reverse split could reduce share count and may affect liquidity and perceptions of dilution.

Concrete near-term items: achieving a sustained closing price at or above $1.00 within the 180-day window to April 6, 2026, or executing a corporate action that achieves equivalent compliance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2025

______________________

Origin Materials, Inc.

(Exact name of registrant as specified in its charter)

______________________

Delaware			001-39378			87-1388928
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

930 Riverside Parkway, Suite 10 West Sacramento, CA			95605
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: +1 (916) 231-9329

N/A

(Former Name or Former Address, if Changed Since Last Report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ORGN

The Nasdaq Capital Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

ORGNW

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on April 7, 2025, the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that, based on the previous 30 consecutive business days, its common stock no longer met the minimum $1.00 bid price required by the continuous listing requirements Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). Therefore, in accordance with Nasdaq's listing rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until October 6, 2025, to regain compliance.

On October 7, 2025, the Company received written notice from Nasdaq notifying the Company that it has determined that the Company is eligible for an additional 180-day calendar period, or until April 6, 2026, to regain compliance. The determination is based upon the Company meeting the applicable market value of publicly held shares requirement for continued listing and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Minimum Bid Requirement), the Company’s written notice of its intention to cure the deficiency by effecting a reverse stock split, if necessary.

To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time during this additional 180-day compliance period. If the Company regains compliance with the Minimum Bid Requirement, Nasdaq will provide the Company with written confirmation of compliance and will close the matter.

If the Company does not regain compliance with the Minimum Bid Requirement by April 6, 2026, Nasdaq will provide written notification to the Company that its common stock will be delisted. At that time, the Company may appeal Nasdaq’s delisting determination to a Nasdaq hearings panel. There can be no assurance that, if the Company does appeal any delisting determination by Nasdaq to the hearings panel, such appeal would be successful.

The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement or maintain compliance with the other listing requirements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ORIGIN MATERIALS, INC.
Dated: October 7, 2025
			By:			/s/ Matt Plavan
						Matt Plavan
						Chief Financial Officer and Chief Operating Officer

FAQ

What did Origin Materials (ORGN) disclose about Nasdaq compliance?

Origin Materials disclosed that Nasdaq granted a 180-day extension until April 6, 2026 to regain compliance with the $1.00 minimum bid rule.

What specific Nasdaq rule must ORGN satisfy to avoid delisting?

The company must have a closing bid price of at least $1.00 per share for 10 consecutive business days during the extension period.

What remedies did ORGN mention to regain compliance?

The company indicated it may pursue a reverse stock split if necessary and will actively monitor its closing bid price.

What happens if ORGN does not regain compliance by April 6, 2026?

Nasdaq will issue a delisting notification and the company may appeal to a Nasdaq hearings panel, but there is no assurance of a successful appeal.

Does the Nasdaq notice mean ORGN meets all listing requirements?

The notice states the company meets the market-value of publicly held shares requirement and other initial listing standards except for the Minimum Bid Requirement.