Notes Payable |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Debt Disclosure [Abstract] | |
| Notes Payable | 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. Convertible NotesIn 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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