Origin Materials, Inc. 8-K Filing

Ticker: ORGNW · Form: 8-K · Filed: Nov 17, 2025 · CIK: 1802457

Origin Materials, Inc. 8-K Filing Summary
FieldDetail
CompanyOrigin Materials, Inc. (ORGNW)
Form Type8-K
Filed DateNov 17, 2025
Pages6
Reading Time7 min
Key Dollar Amounts$0.0001, $11.50, $100.0 million, $0.62616, $16.7 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Origin Materials, Inc. (ticker: ORGNW) to the SEC on Nov 17, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.0001 (ch registered Common Stock, par value $0.0001 per share ORGN The Nasdaq Capital Marke); $11.50 (of Common Stock at an exercise price of $11.50 per share ORGNW The Nasdaq Capital Mark); $100.0 million () with a principal face amount of up to $100.0 million and a 10% original issue discount. The); $0.62616 (n initial conversion price per share of $0.62616 (the "Conversion Shares"), which conver); $16.7 million (initial closing, the Company will issue $16.7 million in aggregate principal amount of Notes).

How long is this filing?

Origin Materials, Inc.'s 8-K filing is 6 pages with approximately 1,684 words. Estimated reading time is 7 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 1,684 words · 7 min read · ~6 pages · Grade level 12.4 · Accepted 2025-11-17 08:57:14

Key Financial Figures

  • $0.0001 — ch registered Common Stock, par value $0.0001 per share ORGN The Nasdaq Capital Marke
  • $11.50 — of Common Stock at an exercise price of $11.50 per share ORGNW The Nasdaq Capital Mark
  • $100.0 million — ) with a principal face amount of up to $100.0 million and a 10% original issue discount. The
  • $0.62616 — n initial conversion price per share of $0.62616 (the "Conversion Shares"), which conver
  • $16.7 million — initial closing, the Company will issue $16.7 million in aggregate principal amount of Notes
  • $15.0 million — ncipal amount of Notes and will receive $15.0 million (after deducting the original issue dis
  • $83.3 million — consummate additional closings of up to $83.3 million in tranches of up to $25.0 million in a
  • $25.0 million — p to $83.3 million in tranches of up to $25.0 million in aggregate principal amount of Notes
  • $50.0 million — principal amount of Notes not to exceed $50.0 million in total Notes issued during any 12-mon
  • $0.10152 — than the floor price which is initially $0.10152 (subject to adjustment for stock splits
  • $3.0 million — tock. The Installment Amount equals (i) $3.0 million if paid in cash or (ii) if satisfied wi
  • $2.0 million — , an amount equal to the greater of (x) $2.0 million and (y) 20% of the aggregate daily trad
  • $4.0 million — default, redemption or acceleration of $4.0 million or more of the Company's indebtedness o
  • $20.0 million — ocuments; failure to maintain at least $20.0 million in unrestricted cash subject to control

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 13, 2025, Origin Materials, Inc., a Delaware corporation (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 "Notes") with a principal face amount of up to $100.0 million and a 10% original issue discount. The 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 Notes occurs. The 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"), which conversion price is subject to adjustment pursuant to the terms of the 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 expects the initial closing under the Purchase Agreement to occur on or about November 17, 2025, subject to the satisfaction of customary closing conditions. At the initial closing, the Company will issue $16.7 million in aggregate principal amount of Notes and will receive $15.0 million (after deducting the original issue discount). The Company has agreed to seek stockholder approval to permit the issuance of Conversion Shares in excess of 19.99% of its outstanding common stock as of the date of Purchase Agreement. After the Company receives such approval, the Company may consummate additional closings of up to $83.3 million in tranches of up to $25.0 million in aggregate principal amount of Notes not to exceed $50.0 million in total Notes is

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Note. 5.1 Legal Opinion of Cooley LLP. 10.1+ Securities Purchase Agreement, dated November 13, 2025, by and among the Company and the purchaser. 10.2+ Security Agreement, dated November 17, 2025, by and among the Company and the purchaser. 23.1 Consent of Cooley LLP (included within the opinion filed as Exhibit 5.1). 104 Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document). + Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

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. O RIGIN M ATERIALS, I NC. Dated: November 17, 2025 By: /s/ Matt Plavan Matt Plavan Chief Financial Officer and Chief Operating Officer

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