Origin Materials (ORGN) ends S-3 registration; removes 2.97M shares and 11.33M warrants

Rhea-AI Filing Summary

Origin Materials, Inc. has filed a post-effective amendment to terminate its Form S-3 registration and remove from registration any remaining unsold Registered Securities. The Registration Statement had covered the resale of up to 2,966,082 shares of common stock and 11,326,667 warrants. The company announced a Plan of Dissolution on May 1, 2026, and the warrants terminated by their terms on June 24, 2026.

The Registrant states the Registration Statement declared effective on August 8, 2022 is being amended to reflect deregistration of unsold securities, and the post-effective amendment is signed by Interim CEO Matt Plavan on July 6, 2026.

Key Figures

Registered shares: 2,966,082 shares Registered warrants: 11,326,667 warrants Reverse split: 1-for-30 reverse stock split +3 more

6 metrics

Registered shares 2,966,082 shares resale registered under Form S-3 (post-reverse split)

Registered warrants 11,326,667 warrants warrants listed in the Registration Statement

Reverse split 1-for-30 reverse stock split effected on March 20, 2026 (adjusted counts)

Plan of Dissolution announced May 1, 2026 Board approved Plan of Dissolution, subject to stockholder approval

Warrants termination date June 24, 2026 warrants terminated by their terms on this date

Post-effective amendment signed July 6, 2026 signed by Interim CEO Matt Plavan

Key Terms

Post-Effective Amendment, Registration Statement, Plan of Dissolution, reverse stock split

4 terms

Post-Effective Amendment regulatory

"filed a post-effective amendment to terminate the effectiveness"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Registration Statement regulatory

"Registration Statement on Form S-3, Registration No. 333-257931"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Plan of Dissolution corporate

"Board unanimously approved the dissolution and liquidation pursuant to a Plan of Dissolution"

reverse stock split market

"as adjusted for a 1-for-30 reverse stock split effected on March 20, 2026"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

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FAQ

What securities were registered under Origin Materials' Form S-3 (ORGN)?

The registration covered the resale of up to 2,966,082 shares of common stock and 11,326,667 warrants, with the share count adjusted for a 1-for-30 reverse stock split effected March 20, 2026.

Why did Origin Materials file this post-effective amendment?

The company filed the post-effective amendment to terminate the effectiveness of the registration statement and to remove from registration any Registered Securities that remained unsold, consistent with the undertakings in the original Registration Statement.

What corporate action did Origin Materials announce in May 2026?

On May 1, 2026, the Board unanimously approved a Plan of Dissolution and liquidation, subject to stockholder approval, pursuant to which the company determined to terminate the offerings under the Registration Statement.

Did the warrants covered by the registration remain outstanding?

The warrants covered by the Registration Statement terminated by their terms on June 24, 2026, as stated in the amendment; therefore those warrants are no longer outstanding under the registration.

As filed with the Securities and Exchange Commission on July 6, 2026

Registration No. 333-257931

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT NO. 333-257931

UNDER

THE SECURITIES ACT OF 1933

Origin Materials, Inc.

(Exact name of registrant as specified in its charter)

Delaware		87-1388928
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

930 Riverside Parkway, Suite 10

West Sacramento, CA 95605

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matt Plavan

Interim Chief Executive Officer, Chief Financial Officer and

Chief Operating Officer

Origin Materials, Inc.

930 Riverside Parkway, Suite 10

West Sacramento, CA 95605

(916) 231-9329

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John T. McKenna

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

Approximate date of commencement of proposed sale to the public: Not Applicable. The registrant is filing this post-effective amendment to remove from registration any securities registered hereunder that remain unsold.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering: ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I. D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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	☐		Accelerated filer	☐
Non-accelerated filer	☒		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 7(a)(2)(B) of the Securities Act. ☐

TERMINATION OF REGISTRATION

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), relates to the registration statement on Form S-3, Registration No. 333-257931 (the “Registration Statement”), filed by Origin Materials, Inc. (the “Company”) on August 3, 2022, with the Securities and Exchange Commission to register the sale from time to time of up to covering the resale of up to (i) 2,966,082 shares of its common stock, par value $0.0001 per share (including up to 1,182,555 shares of common stock issuable upon the exercise of certain warrants)(as adjusted for a 1-for-30 reverse stock split effected on March 20, 2026) and (ii) 11,326,667 warrants to purchase common stock (which warrants terminated by their terms on June 24, 2026)(collectively, the “Registered Securities”). The Registration Statement was declared effective on August 8, 2022.

On May 1, 2026, the Company announced that its Board of Directors (the “Board”) 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. Therefore, the Company has determined to terminate the offerings of Registered Securities under the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statement, and, in accordance with the undertakings made by the Company in the Registration Statement, to remove from registration any and all of the Registered Securities that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Sacramento, California, on July 6, 2026.

	ORIGIN MATERIALS, INC.
	By:	/s/ Matt Plavan
		Matt Plavan
		Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.

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