v3.26.1
Organization and Business
3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Business 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.
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.
As the Plan of Dissolution has not yet been brought to a vote of or approved by the Company's stockholders, the Company concluded that the liquidation basis of accounting should not be applied as of the balance sheet date. Accordingly, the accompanying unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.