Origin Materials Announces Results of Special Stockholder Meeting and Proxy Vote
ORGN: DEFM14A · proxy statement
Origin Materials, Inc. has filed a definitive proxy statement (DEFM14A) to seek stockholder approval for its dissolution and liquidation. The Board of Directors unanimously approved the Plan of Dissolution after determining that no viable strategic alternatives would provide greater value to stockholders than the liquidation proceeds. The company has already delisted from Nasdaq and filed a Form 15 to suspend its reporting obligations. If approved, the company estimates an initial liquidation distribution of between $0.61 and $3.54 per share, based on 5.5 million shares outstanding. This range is subject to significant variability depending on the sale of remaining assets, settlement of liabilities, and the adequacy of a $2.0 million contingency reserve for unknown claims. All commercial activities have been substantially discontinued, and most employees have been terminated. The special meeting is scheduled for August 12, 2026. To ensure quorum and facilitate approval, the Board authorized the issuance of one share of Series A junior preferred stock to General Counsel Joshua Lee, which carries voting power proportional to the common stock. This move was taken after a previous special meeting on July 1, 2026, failed to secure the necessary votes for dissolution.
ORGN: 15-12G · other
Origin Materials, Inc. has filed a Form 15-12G to terminate the registration of its Common Stock under Section 12(g) of the Securities Exchange Act of 1934. The company has also suspended its duty to file reports under Sections 13 and 15(d) of the Exchange Act. The filing notes that the approximate number of holders of record as of the certification date is 31, which satisfies the requirements under Rule 12h-3(b)(1)(i) to suspend reporting obligations. This action effectively removes Origin Materials from the public financial reporting regime, typically indicating a transition to private status or a significant reduction in shareholder base.
ORGN: 8-K · delisting
Origin Materials confirmed that its common stock has been delisted from Nasdaq effective July 2, 2026, following the filing of a Form 25 on June 22, 2026. The company expects to file a Form 15 on or before July 16, 2026, to suspend its reporting obligations under the Exchange Act, marking the final stages of its planned dissolution and liquidation. To manage the dissolution process, the company sold one share of Series A Junior Preferred Stock to General Counsel Joshua Lee for $0.01. This share grants the holder voting rights equivalent to the outstanding common stock during the dissolution meeting, allowing the company to control the vote on the liquidation plan. Five directors, including John Bissell and Kathy Fish, will resign from the Board effective July 31, 2026. Concurrently, the company amended its bylaws to lower the quorum requirement for stockholder meetings to one-third of outstanding voting power, facilitating the approval of the dissolution.
ORGN: PREM14A · proxy statement
Origin Materials has scheduled a special meeting to seek shareholder approval for the dissolution and liquidation of the company after failing to secure strategic alternatives or financing. The Board of Directors unanimously approved the Plan of Dissolution, which authorizes the sale of assets and distribution of remaining proceeds to stockholders. Stockholders can expect an estimated initial liquidation distribution between $0.61 and $3.54 per share, based on 5,503,087 shares outstanding. The estimate depends on the net proceeds from asset sales, including manufacturing equipment and real estate, after settling approximately $43.45 million in debt and establishing a $2.0 million contingency reserve. To ensure the proposal passes, the company issued one share of Series A junior preferred stock to General Counsel Joshua Lee, granting him sufficient voting power to secure a quorum and approve the dissolution. The company's common stock was delisted from Nasdaq effective July 2, 2026, and it intends to file a Form 15 to suspend its reporting obligations.
ORGN: 25-NSE · delisting
Origin Materials, Inc. has filed a Form 25-NSE, formally notifying the SEC of the removal of its securities from listing and registration. This filing initiates the delisting process, which will remove the company's stock from trading on a national exchange. The decision to delist typically results in a severe loss of liquidity for existing shareholders, as shares can no longer be freely traded on the major markets. This represents a fundamental shift in the company's capital structure and public status. Investors should consider this event as a terminal signal for the stock's public life, barring a potential relisting or move to a different market tier. The specific motivations behind the delisting were not detailed in the exhibit provided.
Origin Materials Reaffirms Intention to Voluntarily Delist from Nasdaq and Deregister with SEC
Origin Materials has reaffirmed its intention to voluntarily delist from Nasdaq and deregister with the SEC, effectively ending its status as a public reporting company. The board approved the move to eliminate significant legal, audit, and compliance costs associated with being public, citing a strategy to maximize shareholder value through the sale of technology and assets. Trading of common stock is expected to cease on July 2, 2026, while warrants will expire on June 24, 2026. A shareholder vote on the Plan of Dissolution is scheduled for July 1, 2026.
ORGN: DEF 14A · proxy statement
Origin Materials, Inc. is soliciting stockholder approval for a plan of complete dissolution and liquidation, marking the end of the company's operations. The Board of Directors unanimously recommends the dissolution after failing to identify viable strategic alternatives or secure necessary financing to continue as a going concern. The company recorded a $134.5 million impairment charge related to its Origin 1 furanics technology platform and discontinued investments in that business line. With approximately $32.6 million in cash and significant debt obligations, the Board determined that liquidation offers greater value to shareholders than continued operations. Stockholders are expected to receive an initial liquidation distribution between $0.61 and $3.54 per share, depending on the proceeds from asset sales and the resolution of liabilities. The Special Meeting to vote on the dissolution is scheduled for July 1, 2026, with the Certificate of Dissolution targeted for filing before September 30, 2026.
Origin Materials, Inc. is soliciting stockholder approval for a Plan of Dissolution that will result in the complete liquidation of the company. The Board of Directors unanimously recommends the plan, having concluded that continuing operations as a going concern is not reasonably likely to create greater value for stockholders than the estimated liquidation proceeds. The company estimates an initial liquidation distribution of between $0.61 and $3.48 per share, based on approximately $32.6 million in cash and the sale of remaining assets, including manufacturing equipment and land. This range reflects uncertainties in asset sale proceeds, liabilities, and a $2.0 million contingency reserve for unanticipated claims. The decision follows a failed strategic review, including unsuccessful efforts to secure equity financing or a business combination. The company recently recorded a $134.5 million impairment charge related to its Origin 1 furanics technology platform and has terminated most of its workforce. If approved, the company will cease trading, close its transfer books, and wind down operations over a statutory three-year survival period.
ORGN: 10-Q · periodic report
Origin Materials, Inc. (ORGN) announced that its Board of Directors unanimously approved a Plan of Dissolution and liquidation, subject to stockholder approval. The company intends to cease operations, sell its remaining assets, and distribute proceeds to shareholders, effectively ending its corporate existence. The filing reports a net loss of $17.7 million for the quarter ended March 31, 2026, with revenue collapsing 91% year-over-year to $477,000. The company disclosed substantial doubt about its ability to continue as a going concern, citing insufficient cash to fund operations. In connection with the dissolution, Origin implemented a 59% workforce reduction, resulting in an estimated $2.1 million in restructuring charges. The company also completed a 1-for-30 reverse stock split in March 2026 to maintain listing compliance, a move typically associated with financial distress.
Origin Materials Stock Craters As Board Moves To Sell Technology, Wind Down Operations
Origin Announces Plan to Sell Technology Followed by Orderly Wind Down of Operations
Origin Materials announced a Plan of Complete Liquidation and Dissolution after failing to secure financing or a strategic alternative, intending to sell its PET cap technology and wind down operations. Existing cash resources are only sufficient to fund planned operations into the third quarter of 2026, prompting a reduction in force. John Bissell stepped down as CEO but remains on the Board, while CFO and COO Matt Plavan was appointed interim CEO to oversee the process; shareholder approval is required for the dissolution.
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