US Market News
2月前
Origin Announces Plan to Sell Technology Followed by Orderly Wind Down of OperationsMay 1, 2026 4:05 PM
Business Wire
– Origin Board Approves Reduction in Force to Fund Continued Customer Qualification and Strategic Process to Sell Caps Technology to Maximize Shareholder Value –
– Company Expects to Wind Down Operations Following These Initiatives –
Origin Materials, Inc. (“Origin”) (NASDAQ: ORGN, ORGNW) today announced that its Board of Directors has determined, after extensive consideration of potential strategic alternatives, that it is in the best interests of its shareholders to sell its PET cap technology and other remaining assets followed by an orderly wind down of operations. To reduce costs and support the planned sale, the Company is reducing its workforce, with affected employees expected to depart by the end of the month. As part of the reduction in force, members of the executive team will be leaving the Company, with John Bissell stepping down as CEO while continuing to serve on our Board of Directors, and CFO and COO Matt Plavan appointed as interim CEO.
“Our ongoing work to support customer qualification processes and to optimize our products for manufacturing is a critical prerequisite to commercially scaling this technology, and continues to be our primary focus during this period,” said Mr. Plavan. “We previously reported that, absent near-term financing and reductions in operating expenses, our existing cash and cash equivalents would allow us to continue our planned operations into the third quarter of 2026. In addition, over the past year the Board of Directors, management, and external advisors devoted substantial time and effort to identifying and pursuing strategic opportunities to enhance shareholder value. To date, however, our attempts to source additional capital have been unsuccessful, and the strategic review process has not yielded a potential transaction which the Board views as reasonably likely to provide greater realizable value to shareholders than the sale of the technology followed by an orderly winddown of the Company. Therefore, today we are announcing a reduction in force to enable Origin to maximize shareholder value through the orderly sale of capital and technology assets.”
Plan of Liquidation and Dissolution
The Board of Directors has unanimously approved the dissolution and liquidation of the Company, subject to shareholder approval, pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”). The Company intends to call a special meeting of its shareholders to seek approval of the Plan of Dissolution and will file proxy materials relating to the special meeting with the Securities and Exchange Commission (the “SEC”) as soon as practical. The Plan of Dissolution contemplates an orderly wind down of the Company’s business and operations. If the Company’s shareholders approve the Plan of Dissolution, the Company intends to file a certificate of dissolution, delist its shares of common stock and warrants from The Nasdaq Capital Market, satisfy or resolve its remaining liabilities and obligations, including but not limited to contingent liabilities and claims and costs associated with the dissolution and liquidation, make reasonable provisions for unknown claims and liabilities, and attempt to convert all of its remaining assets into cash or cash equivalents. Upon filing of the certificate of dissolution, the Company intends to cease trading in its common stock and warrants, close its stock and warrant transfer books, and discontinue recording transfers of shares of its capital stock and warrants, in accordance with applicable law. The Company will establish a reserve, which will be used to pay all expenses (including operating expenses) and other known, non-contingent liabilities and obligations, and will include reasonable provision for future expenses of liquidation and contingent and unknown liabilities as required by Delaware law. In the proxy materials to be filed with the SEC, the Company will provide an estimate of any amount that may be distributed to shareholders. The amount actually distributable, however, may vary substantially from any estimate provided by the Company, based on a number of factors.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed Plan of Dissolution, the Company intends to file with the SEC a proxy statement and other relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED MATTERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT ORIGIN MATERIALS, INC., THE PLAN OF DISSOLUTION AND RELATED MATTERS. Shareholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents filed by the Company with the SEC, at the SEC’s website at http://www.sec.gov or on the “Investors” section of Origin’s website at www.originmaterials.com.
Participants in the Solicitation
Origin Materials and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the proposed Plan of Dissolution and related matters, and any other matters to be voted on at the special meeting of shareholders. Information regarding the names, affiliations, and interests of such directors and executive officers will be included in the proxy statement (when available). Additional information regarding such directors and executive officers is included in Origin’s Amendment No. 1 to its Annual Report on Form 10-K filed on April 29, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Origin’s shareholders in connection with the Plan of Dissolution and related matters and any other matters to be voted upon at the special meeting will be set forth in the proxy statement (when available). These documents are available free of charge as described in the preceding section.
Cautionary Note on Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These statements are based on our estimates and assumptions as of the date of this press release and are subject to risks and uncertainties. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “target,” “future,” “outlook,” “guidance,” “maintain,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. For example, all statements Origin makes regarding the proposed dissolution pursuant to the Plan of Dissolution, timing of filing of the certificate of dissolution and holding a special shareholder meeting to approve the Plan of Dissolution, the amount and timing of liquidating distributions, if any, in connection with the dissolution, the amount of planned reserves, Origin’s ability to maximize shareholder value through the orderly sale of capital and technology assets, and similar statements are forward-looking. All forward-looking statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Origin’s management, and are not predictions of actual performance. Such risks and uncertainties include, among others, the availability, timing and amount of liquidating distributions; the amounts that will need to be set aside by Origin; the adequacy of such reserves to satisfy Origin’s obligations; potential unknown contingencies or liabilities, including tax claims, and Origin’s ability to favorably resolve them or at all; the amount of proceeds that might be realized from the sale or other disposition of any remaining assets; the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations; the incurrence by Origin of expenses relating to the dissolution; the ability of the Board of Directors to abandon, modify or delay implementation of the Plan of Dissolution, even after shareholder approval; and the uncertain macroeconomic environment. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and you must not rely on them as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond Origin’s control. These forward-looking statements are subject to a number of risks and uncertainties including those factors discussed in Origin’s Annual Report on Form 10-K filed with the SEC on March 30, 2026 under the heading “Risk Factors,” and other documents Origin has filed, or will file, with the SEC. These filings, when available, are available on the investor relations section of Origin’s website at investors.originmaterials.com and on the SEC’s website at www.sec.gov. If any of these risks materialize or Origin’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Origin does not presently know or currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Origin undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required under applicable law. These forward-looking statements should not be relied upon as representing Origin’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260501444721/en/
Investors: ir@originmaterials.com
Media: media@originmaterials.com
Original: Origin Announces Plan to Sell Technology Followed by Orderly Wind Down of Operations
US Market News
3月前
Origin Materials, Inc. Reports Operating and Financial Results for Fourth Quarter and Full Year 2025March 27, 2026 4:41 PM
Business Wire
Origin Materials, Inc. (“Origin,” “Origin Materials,” or the “Company”) (Nasdaq: ORGN, ORGNW), a technology company with a mission to enable the world’s transition to sustainable materials, today announced financial results for its fourth quarter and full year ended December 31, 2025.
Commentary from John Bissell, Origin CEO:
"Last year was a challenging one for Origin that also brought meaningful progress. Our commercialization journey has taken longer than we initially anticipated, which has had a negative impact on our stock price. However, this month we delivered the latest iteration of Origin PET caps to multiple world-class beverage brands – with approximately thirty key prospects in our pipeline receiving and evaluating our latest design. The new cap design incorporates feedback from household-name beverage brands. Origin’s internal testing of these caps demonstrates marked improvement in seal performance and impact resistance in a single design, meeting industry benchmarks for pressurized water applications on key test metrics, such as ball impact and heated stress testing. Customer qualification processes for these new caps are now underway, and we anticipate related customer announcements, pending the completion of successful qualifications, with timelines varying depending on customer requirements."
"To strengthen our financial position, in November 2025 we announced a convertible debt facility with an initial tranche of $15 million in cash, with the option to raise additional capital up to $90 million total. We also announced the execution of a non-binding term sheet for $20 million of equipment financing. To date, however, due to the significant decline in our stock price since securing the convertible debt facility, we have been able to make only limited use of the equity feature of this facility to service the outstanding debt at reasonable conversion values, which we had intended to do in order to preserve our cash for operations. Servicing the outstanding debt with cash has had, and will continue to have, an adverse impact on our liquidity. Also, at recent stock price levels, we do not meet the minimum equity requirements for additional capital draws from this facility. Further, the aforementioned non-binding term sheet did not progress to a definitive agreement because the lender made material reductions to the valuation assumptions underlying the debt financing. As a result, absent near-term financing and reductions in operating expenses including reductions in force to extend our planned operations, we currently estimate that our existing cash and cash equivalents will allow us to continue our planned operations into the third quarter of 2026. Therefore, we continue to actively source equipment financing and are currently engaged with multiple prospects. In addition, we are intensifying our focus on potential strategic arrangements that we believe could help accelerate value creation from our technology for the benefit of our shareholders, including a potential business combination, equity and debt financing, divestiture of assets, technology licensing, and other arrangements."
"Despite challenging business conditions and customer adoption timelines longer than we initially anticipated, our prospective customers remain interested and engaged. These companies consume billions of caps per year and the latest cap designs, reflecting modifications which our customers requested, are now in their hands undergoing testing. For those new to Origin, our technology platform produces what we believe are the only commercially scalable PET bottlecaps, as opposed to the HDPE and polypropylene caps which today dominate the over $65 billion closures market. Our platform excels in seven areas: recyclability, oxygen and CO2 barrier (enabling longer shelf-life), closure diameter (enabling more economic large formats), thickness (enabling lighter weight), rigidity (premium feel), use of recycled content, and optical clarity."
Company Fourth Quarter and Recent Business Highlights
Our strategic review with RBC Capital Markets, announced in our Q2 2025 earnings release, is progressing well with productive engagement from potential counterparties. We are intensifying our focus on potential strategic arrangements that we believe could help accelerate value creation from our technology for the benefit of our shareholders.
Financing. We continue to actively source equipment financing and are currently engaged with multiple prospects. In addition, in connection with our strategic review process, we are in discussion with multiple parties and capital infusions are within the scope of those discussions. Overall, we believe our path to maximizing shareholder value will be a combination of successful new capital sourcing, monetization of current assets, and continued cost containment measures, and we look forward sharing updates as appropriate.
Prospective customers are actively engaged in qualifying Origin PET caps. During Q1 2026, Origin delivered PET caps suitable for pressurized water applications to multiple marquee global beverage brands, with approximately thirty customers receiving and evaluating our latest cap iteration, to continue acceptance testing.
In August 2025, the first products with Origin PET caps went onto store shelves in California, a milestone for PET cap market acceptance.
Developed distribution network for PET caps. In March 2026, Origin announced HP Embalagens as strategic distributor for sustainable PET bottlecaps. HP Embalagens is a major Brazilian packaging company serving world-renowned brands such as Nestlé, Ferrero Rocher, Natura, and Johnson & Johnson. The relationship complements Origin’s strategic partnerships with Berlin Packaging and Matrix Bottling Group, announced in August 2025 and February 2026, respectively, and supports Origin’s ability to access markets and distribute PET caps globally.
For PET cap production capacity, Origin’s CapFormer line build-out in 2026 entails six lines, already fully procured and projected to be installed by end of year.
Updated guidance. Because of the additional time we have spent and anticipate spending on design iteration and customer qualification, reflective of customer feedback received in the past quarter, and because of our increased understanding of the bespoke design requirements of key market players, we no longer project achieving Adjusted EBITDA run-rate breakeven prior to 2028, updated from our previous projection of 2027. Further, this update reflects what we expect will be a more gradual commercialization process, likely characterized by multiple smaller product launches in series, rather than a single launch consuming all of Origin’s PET cap production.
This is the first time in decades a truly new pressurized cap has been introduced into this beverage space and, while Origin has already overcome substantial technical obstacles, we expect to continue customer-driven product qualification and optimization on the way to adoption.
Acquisition of premium water customers is expected to continue throughout 2026.
Results for Fourth Quarter and Full Year 2025
Cash, cash equivalents, and marketable securities were $53.5 million as of December 31, 2025.
The net accounts receivable balance of $13.0 million at December 31, 2025, is comprised of receivables associated with the Company’s legacy supply chain activation program being wound down in 2025. Concurrent with the wind-down of the supply chain activation program, we expect to collect all related net receivables in due course, resulting in a significant source of cash.
Additionally, as of December 31, 2025, the Company had $9.1 million of land held for sale in Geismar, Louisiana. We are actively seeking the sale of this land which would result in an additional significant source of cash.
As of December 31, 2025, the Company had $15.0 million in convertible debt outstanding.
Revenue for the fourth quarter was $3.0 million compared to $9.2 million in the prior-year period, due to the planned reduction in the Company’s supply chain activation program.
Revenue for the full year was $18.9 million compared to $31.3 million in the prior full year, due to the planned reduction in the Company’s supply chain activation program.
Operating expenses for the fourth quarter were $194.7 million compared to $16.2 million in the prior-year period, an increase of $178.4 million primarily due to an increase in non-cash impairment of assets expense of $178.8 million. Concurrent with the decision to cease further investment in our furanics platform, we evaluated the Origin 1 and Origin 2 assets to estimate their current fair market value, which resulted in the recognition of a $165.9 million impairment of assets expense.
Full year 2025 operating expenses were $259.6 million compared to $85.3 million in the prior full year, an increase of $174.4 million driven primarily by the non-cash impairment expense of $178.8 million recognized in the fourth quarter of 2025.
Net loss was $194.1 million for the fourth quarter compared to $13.5 million in the prior-year period, an increase of $180.6 million primarily due to the $165.9 million non-cash impairment of assets expense related to the fair market evaluation of the furanics assets. Full year 2025 net loss was $249.7 million compared to net loss of $83.7 million in the prior full year.
Adjusted EBITDA loss was $10.8 million for the fourth quarter compared to $10.5 million in the prior-year period. Full year Adjusted EBITDA loss was $43.4 million compared to $48.4 million in the prior year period.
Shares outstanding as of December 31, 2025 were 5.2 million, adjusted for the one-for-thirty reverse stock split effected in March 2026.
For a reconciliation of non-GAAP figures to the applicable GAAP figures, please see the table captioned ‘Reconciliation of GAAP and Non-GAAP Results' set forth at the end of this press release. We have not reconciled our guidance for non-GAAP run-rate Adjusted EBITDA to GAAP due to the uncertainty and potential variability of reconciling items such as stock-based compensation. As a result, a reconciliation is not available without unreasonable effort and we are unable to address the probable significance of the unavailable information.
Webcast and Conference Call Information
Company management will host a webcast and conference call on March 27, 2026, at 5:00 p.m. Eastern Time, to discuss the Company's financial results.
Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at https://investors.originmaterials.com/.
The conference call can be accessed live over the phone by dialing +1-844-676-8020 (domestic) or +1-412-634-6957 (international). A telephonic replay will be available approximately three hours after the call by dialing 1-844-512-2921, or for international callers, +1-412-317-6671. The conference ID for the live call and pin number for the replay is 10206659. The replay will be available until 11:59 p.m. Eastern Time on April 10, 2026.
About Origin Materials, Inc.
Origin is a technology company with a mission to enable the world’s transition to sustainable materials. Our innovations include PET caps and closures that bring recycling circularity and enhanced performance to a ~$65 billion market. For more information, visit www.originmaterials.com.
Non-GAAP Financial Information
To supplement the Company’s financial results presented in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), the Company also uses non-GAAP financial measures, including Adjusted EBITDA, as supplemental measures to review and assess the Company’s operating performance. Adjusted EBITDA is defined as net loss adjusted for (i) stock-based compensation, (ii) depreciation and amortization, (iii) impairment of assets, (iv) investment income, (v) interest expenses, (vi) change in fair value of derivatives, (vii) change in fair value of common stock warrants liability, (viii) change in fair value of earnout liability, (ix) change in fair value of convertible notes, (x) other expenses, net, (xi) income tax provision and (xii) cash severance.
The Company believes that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about our operating profitability adjusted for certain non-cash items, non-routine items that the Company does not expect to continue at the same level in the future, as well as other items that are not core to the Company’s operations. Further, the Company believes Adjusted EBITDA provides a meaningful measure of operating profitability because the Company uses it for evaluating the Company’s business performance, making budgeting decisions, and comparing performance against that of other peer companies using similar measures.
Non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools, and when assessing the Company’s operating performance, investors should not consider them in isolation. In addition, calculations of this non-GAAP financial information may be different from calculations used by other companies, and therefore comparability may be limited.
The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating our performance.
For more information on Adjusted EBITDA, please see the table captioned “Reconciliation of GAAP and Non-GAAP Results” set forth at the end of this press release.
Cautionary Note on Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “target,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Origin’s ability to continue to fund its planned operations into the third quarter of 2026 and ability to extend its planned operations beyond the third quarter of 2026; Origin’s business strategy, commercial, operating, and product development plans and announcements of such plans, anticipated customer demand, the impact of tariffs on our business, revenue potential, the projection that Origin will achieve breakeven run-rate Adjusted EBITDA results in 2028, pace and anticipated timing of bringing Origin’s CapFormer lines online and anticipated revenue generated from such systems, the impact of anticipated improvements to Origin’s CapFormer lines, ability of Origin’s products to complete customer qualification on time or at all, anticipated timing of commercializing Origin’s products and delivering those products to customers, estimated total addressable market, anticipated benefits of and demand for Origin’s potential products, ability to convert potential customer interest into revenue, expectations about Origin’s future financing arrangements, including Origin’s ability to enter into financing arrangements on favorable terms, the outcome of Origin’s evaluation of strategic alternatives and the ability of such strategic alternatives to enhance shareholder value, access to manufacturing capacity, marketing and distribution capabilities, or strategic capital, or address the gap between indicated product demand and production capacity, anticipated growth and projected financial information. From time to time, the Company discloses approximate levels of customer demand based on information received from current and potential customers as to amounts of product they wish to purchase at a certain price over a certain term in the future. The Company does not discount such indications of customer demand by the likelihood of their conversion to actual revenue or the time until such conversion. Some customers may overstate the amount of product they wish to purchase and one should not assume that demand figures disclosed by the Company will necessarily translate into comparable levels of revenue. The forward-looking statements are based on various assumptions, whether or not identified in this press release, and on the current plans, objectives, estimates, expectations, and intentions of the management of Origin and are not predictions of actual performance and inherently involve significant risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Origin. These forward-looking statements are subject to a number of risks and uncertainties including, but not limited to, the fact that Origin may be unable to successfully commercialize its products; the effects of competition, tariffs, and other trade restrictions on Origin’s business; the uncertainty of the projected financial information with respect to Origin, particularly given the rapidly changing tariff landscape; disruptions and other impacts to Origin’s business. Other factors that could adversely affect the Company’s operations include those discussed in Origin’s Annual Report on Form 10-K to be filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2026 under the heading “Risk Factors,” and other documents Origin has filed, or will file, with the SEC. These filings, when available, are available on the investor relations section of our website at investors.originmaterials.com and on the SEC’s website at www.sec.gov. If any of these risks materialize or Origin’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Origin does not presently know or currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Origin undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required under applicable law. These forward-looking statements should not be relied upon as representing Origin’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
2025
December 31,
2024
ASSETS
Current assets
Cash and cash equivalents
$
32,923
$
56,307
Marketable securities
20,545
46,613
Accounts receivable net of allowance for credit losses of $828 and $1,230, respectively
13,049
19,179
Other receivables
2,101
2,526
Inventory
684
866
Prepaid expenses and other current assets
2,448
2,401
Land held for sale
9,126
11,282
Total current assets
80,876
139,174
Property, plant, and equipment, net
72,852
203,919
Operating lease right-of-use asset
3,149
3,735
Intangible assets, net
32
73
Deferred tax assets
—
621
Other long-term assets
751
30,505
Total assets
$
157,660
$
378,027
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
$
3,568
$
2,921
Accrued expenses
4,947
2,779
Operating lease liabilities, current
306
323
Notes payable, short-term
4,511
3,772
Convertible notes, net of issuance costs
14,970
—
Other liabilities, current
231
2,754
Total current liabilities
28,533
12,549
Earnout liability
24
2,486
Canadian Government Research and Development Program liability
16,776
14,399
Common stock warrants liability
167
4,566
Notes payable, long-term
4,386
1,730
Operating lease liabilities
3,533
3,858
Other liabilities, long-term
30
74
Total liabilities
53,449
39,662
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and 2024
—
—
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 5,173,884 and 4,952,476, issued and outstanding as of December 31, 2025 and 2024, respectively (including 50,000 and 100,000, respectively, of Sponsor Vesting Shares)
15
15
Additional paid-in capital
402,378
393,186
Accumulated deficit
(287,825
)
(38,127
)
Accumulated other comprehensive loss
(10,357
)
(16,709
)
Total stockholders’ equity
104,211
338,365
Total liabilities and stockholders’ equity
$
157,660
$
378,027
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended
December 31,
Year Ended December 31,
(In thousands, except share and per share data)
2025
2024
2025
2024
Revenues:
Products
$
3,022
$
9,222
$
18,922
$
31,279
Services
—
—
—
3
Total revenues
3,022
9,222
18,922
31,282
Cost of revenues (exclusive of depreciation and amortization shown separately below)
2,933
9,210
18,381
30,864
Operating expenses:
Research and development
3,842
3,216
13,749
18,554
General and administrative
9,158
10,155
39,074
40,766
Depreciation and amortization
2,843
2,769
11,175
10,715
Impairment of assets
178,816
76
195,636
15,246
Total operating expenses
194,659
16,216
259,634
85,281
Loss from operations
(194,570
)
(16,204
)
(259,093
)
(84,863
)
Other income (expenses):
Investment income
806
1,336
4,014
6,783
Interest expenses
(17
)
(58
)
(123
)
(371
)
Gain (loss) in fair value of derivatives
—
53
(15
)
290
Gain (loss) in fair value of common stock warrants liability
351
(312
)
4,399
(3,225
)
Gain (loss) in fair value of earnout liability
—
1,698
2,462
(703
)
Gain in fair value of convertible notes
5
—
5
—
Other (expenses) income, net
(339
)
231
(726
)
(939
)
Total other income, net
806
2,948
10,016
1,835
Loss before income tax provision
(193,764
)
(13,256
)
(249,077
)
(83,028
)
Income tax provision
(364
)
(266
)
(621
)
(669
)
Net loss
(194,128
)
(13,522
)
(249,698
)
(83,697
)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities
(15
)
(13
)
679
2,197
Foreign currency translation adjustment
1,242
(9,267
)
5,673
(12,974
)
Total other comprehensive income (loss)
1,227
(9,280
)
6,352
(10,777
)
Total comprehensive loss
$
(192,901
)
$
(22,802
)
$
(243,346
)
$
(94,474
)
Net loss per share, basic
$
(38.54
)
$
(2.82
)
$
(50.55
)
$
(17.54
)
Net loss per share, diluted
$
(38.54
)
$
(2.82
)
$
(50.55
)
$
(17.54
)
Weighted-average common shares outstanding, basic
5,036,571
4,801,886
4,939,958
4,773,088
Weighted-average common shares outstanding, diluted
5,036,571
4,801,886
4,939,958
4,773,088
ORIGIN MATERIALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Year Ended December 31,
(in thousands)
2025
2024
Cash flows from operating activities
Net loss
$
(249,698
)
$
(83,697
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
11,175
10,715
Provision for credit losses
744
1,230
Stock-based compensation
8,914
10,080
Loss on reserves
—
639
Impairment of assets
195,636
15,246
Realized loss on marketable securities
228
946
Amortization of premium and discount of marketable securities, net
(139
)
(190
)
Change in fair value of derivative
15
(290
)
Change in fair value of common stock warrants liability
(4,399
)
3,225
Change in fair value of earnout liability
(2,462
)
703
Change in fair value of convertible notes
(5
)
—
Deferred tax provision
621
640
Other non-cash expenses
783
518
Changes in operating assets and liabilities:
Accounts receivable net and other receivables
5,810
(3,359
)
Inventory
182
46
Prepaid expenses and other current assets
(272
)
2,397
Other long-term assets
213
(4,750
)
Accounts payable
(1,160
)
373
Accrued expenses
1,529
(3,590
)
Operating lease liabilities
(311
)
(350
)
Other liabilities, current
(154
)
(1,362
)
Other liabilities, long-term
(43
)
—
Net cash used in operating activities
(32,793
)
(50,830
)
Cash flows from investing activities
Purchases of property, plant, and equipment
(30,207
)
(8,953
)
Proceeds from land held for sale
2,117
—
Proceeds from sale of property, plant, and equipment
341
—
Purchases of marketable securities
(1,067,964
)
(1,817,317
)
Sales of marketable securities
1,077,050
1,751,508
Maturities of marketable securities
17,595
103,321
Net cash (used in) provided by investing activities
(1,068
)
28,559
Cash flows from financing activities
Payment of notes payable and other liabilities
(6,272
)
(4,793
)
Proceeds from convertible notes
15,000
—
Proceeds from Canadian Government Research and Development Program
1,678
8,097
Proceeds from exercise of stock options
253
252
Net cash provided by financing activities
10,659
3,556
Effects of foreign exchange rate changes on the balance of cash and cash equivalents held in foreign currencies
(182
)
(480
)
Net decrease in cash and cash equivalents
(23,384
)
(19,195
)
Cash and cash equivalents beginning of the period
56,307
75,502
Cash and cash equivalents end of the period
$
32,923
$
56,307
Origin Materials, Inc.
Reconciliation of GAAP and Non-GAAP Results
Three Months Ended December 31,
Year Ended December 31,
(in thousands)
2025
2024
2025
2024
Net loss
$
(194,128
)
$
(13,522
)
$
(249,698
)
$
(83,697
)
Stock-based compensation
2,100
2,369
8,914
10,080
Depreciation and amortization
2,843
2,769
11,175
10,715
Impairment of assets
178,816
76
195,636
15,246
Investment income
(806
)
(1,336
)
(4,014
)
(6,783
)
Interest expenses
17
58
123
371
(Gain) loss in fair value of derivatives
—
(53
)
15
(290
)
(Gain) loss in fair value of common stock warrants liability
(351
)
312
(4,399
)
3,225
(Gain) loss in fair value of earnout liability
—
(1,698
)
(2,462
)
703
Gain in fair value of convertible notes
(5
)
—
(5
)
—
Other expenses (income), net
339
(231
)
726
939
Income tax provision
364
266
621
669
Cash severance
—
484
—
455
Adjusted EBITDA
$
(10,811
)
$
(10,507
)
$
(43,368
)
$
(48,367
)
View source version on businesswire.com: https://www.businesswire.com/news/home/20260327172429/en/
Origin Materials
Investors:
ir@originmaterials.com
Media:
media@originmaterials.com
Original: Origin Materials, Inc. Reports Operating and Financial Results for Fourth Quarter and Full Year 2025
Helter Skelter
10月前
Origin Materials, Inc. (NASDAQ:ORGN) Q2 2025 Earnings Conference Call August 14, 2025 5:00 PM ET
Company Participants
John Bissell - Co-Founder, CEO & Director
Matthew T. Plavan - CFO & COO
Ryan Smith - Co-Founder & Chief Product Officer
Operator
Thank you for standing by. This is the conference operator. Welcome to the Origin Materials Second Quarter 2025 Earnings Call. [Operator Instructions] The conference is being recorded. After the presentation, there will be an opportunity to ask questions. [Operator Instructions]
At this time, for opening remarks and introductions, I will turn the call over to Ryan Smith, Co-Founder and Chief Product Officer. Please go ahead.
Ryan Smith
Thank you. Good afternoon, and thank you for joining us, everyone. Speaking first today is Origin's CEO and Co-Founder, John Bissell; followed by CFO and COO, Matthew Plavan. Then we will open the call to questions from analysts and discuss questions submitted as part of this quarter's #askorigin campaign. Ahead of this call, Origin has issued its 2025 second quarter press release and presentation, these can be found on the Investor Relations section of our website at originmaterials.com.
Please note that during our discussion today, we will be making forward-looking statements based on current expectations and assumptions, which are subject to risks and uncertainties. These statements reflect our views as of today, should not be relied upon as representative about views of any subsequent date, and we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events.
These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. For further discussion on the material risks and other important factors that could affect our financial results, please refer to our filings with the SEC including our quarterly report on Form 10-Q filed today.
During today's call, we will discuss non-GAAP financial measures which we believe are useful as supplemental measures of Origin Materials' performance. These non-GAAP measures should be considered in addition to and not a substitute for or in isolation from GAAP results. You will find additional disclosures regarding the non-GAAP financial measures discussed on today's call in our press release issued this afternoon and our filings with the SEC which will be posted to our website.
The webcast of this call will also be available on the Investor Relations section of our company website. With that, I will turn the call over to John.
John Bissell
Thank you, Ryan. Good afternoon. In a separate press release issued today, we announced the first Origin PET bottle caps are now on store shelves, a world's first and a significant inflection point for the company and the packaging industry. We are now officially in market with our 1881 cap for noncarbonated water, a $7 billion segment of the caps market.
Coupled with our recent customer announcements, including our first publicly named customer, Berlin Packaging and recent progress reports on our manufacturing capacity build-out we are closer than ever to bringing our transformative PET bottle cap technology to the entire $65 billion closures packaging market.
Our technology platform produces what we believe to be the world's first and only commercially viable PET caps. The platform excels in 7 areas: recyclability; oxygen barrier, which enables longer shelf life; closure diameter, enabling more economic large formats; thickness, which enables lighter weight; rigidity, which gives a premium feel; use of recycled content; and optical clarity.
Successful commercialization will be a step change for recycling and improved packaging performance while creating significant value for our shareholders in the process. During the quarter, we maintained laser focus on the priority build-out of our first 8 CapFormer lines, making solid progress advancing through the various stages of order placement, manufacturer testing and shipping of lines 2 through 8.
Despite our progress, we experienced a number of OEM manufacturing delays, including slower subcomponent deliveries and procurement delays, often due to tariff considerations. As a result, we expect FAT completion for each of our lines to be 30 to 90
days beyond our prior expectations. These delays accentuate the gap between the indicated demand for Origin's PET caps and our production capacity, leaving money on the table.
Separately, we have fielded a number of strategic collaboration inquiries reflecting the natural synergy between the robust manufacturing and distribution capabilities of legacy packaging companies and the high-value products and innovative technology development capabilities at Origin.
The packaging industry is well-defined, highly commoditized and very competitive. Its core competencies are operational efficiency, consistently high productivity and reliable delivery. What we hear regularly from customers, however, is that innovation in the packaging industry is lacking. To pursue these emerging opportunities and help address the gap between the indicated demand and production capacity for Origin's PET caps, we've launched a strategic review with our financial adviser, RBC Capital Markets. To identify accretive strategies that can enhance the company's access to manufacturing capacity marketing and distribution capabilities and strategic capital.
We believe this will enable value capture beyond what we can achieve organically, potentially enabling Origin to more effectively fulfill pent-up demand and accelerate our efforts to unlock shareholder value in the near term. One early result of our strategic review is an important refinement of our go-to-market strategy to more effectively prioritize and capture high-value opportunities within the over $65 billion caps and closures market which is comprised of a number of differentiated segments.
Our current strategic prioritization targets 5 large functional segments, including water at $7 billion, carbonated soft drinks or CSD at $6 billion, other beverage applications, such as hot fill, ready-to-drink, beer, wine, milk and sports drinks at $18 billion, food and pharmaceutical at $20 billion and other nonbeverage at $17 billion.
Each segment utilizes different cat formats to achieve unique performance characteristics required by the product. Previously, our approach had been to design a single 1881 cap to serve all of these markets. However, following the recent successful qualification of our 1881 cap for flat water, we can now begin immediately selling into the 1881 flat water market rather than waiting until completion of the final designs for the 1881 cap that will serve the broader CSD market later in 2026.
Our PET cap works, caps qualification for a customer's water requirements succeeded on a commercial bottling system and went on store shelves. We continue to work side-by-side with CSD customers and anticipate success with CSD qualification with a focus on impact resistance and multi-day heated horizontal stress testing. Given the design freedom and material properties afforded by our proprietary method for producing PET caps, we believe CSD qualification is a matter of when, not if.
Next, I will highlight a few of our recently announced strategic partnerships and customer relationships and then share the status of our manufacturing capacity build out.
Earlier this month, we announced a new customer. Berlin Packaging. Berlin Packaging is a respected market leader and has agreed to purchase PET 1881 caps from Origin Materials for sale and distribution. Berlin's broad and deep distribution footprint not only immediately extends our market reach for 1881 but also opens the door for all our forthcoming formats across all closure applications globally.
As a strategic customer, Berlin was exceptionally attractive because of their expertise in connecting closure products with brands to unlock the highest value opportunities. We look forward to working with Berlin and to revealing more about our other customers as well. On the supply side, we continue to grow our manufacturing capacity and execute our adaptive supply chain strategy actively responding to macroeconomic uncertainty and changing conditions.
The status of our CapFormer build-out is as follows: our first CapFormer system is producing PET caps in Reed City, Michigan. Two additional CapFormers, including thermoformers and for 1 of the CapFormers all of its subsystems arrived in the United States from Europe in July and August of 2025. The equipment arrived at Reed City prior to or receive an exemption from the EU and Switzerland tariff increases to 15% and 39%, respectively, saving over $1 million.
We continue to expect CapFormers 3 through 6 to complete factory acceptance testing on a rolling basis through Q4 of 2025, and primarily due to capital constraints accentuated by tariff exposure, we now plan to complete factory acceptance testing for CapFormer 7 and 8 in the second half of 2026, updated from Q1 2026.
In July, we announced a new European mass production partner, Royal Hordijk, further diversifying Origin's manufacturing footprint in response to continued pressure from U.S. tariffs on European imports. European manufacturing capacity expands Origin's global footprint, enabling the production and sale of PET caps without equipment or caps crossing U.S. borders.
Hordijk is a leading Dutch producer of sustainable plastic packaging solutions in operation for over 100 years. Hordijk will use its PET extruders to produce extruded sheet for use in CapFormer production lines owned by Origin and operated by Hordijk and Hordijk facilities in the EU.
We expect Hordijk PET extruders and extrusion expertise can drive capital cost efficiency for CapFormer lines. We anticipate installing the first CapFormer in a Hordijk facility before the end of Q1 2026.
Finally, our sales pipeline remained strong, and interest remains high for larger cap formats with attractive unit economics. We believe our thermal forming PET technology advances us disproportionately as format size increases which we believe will translate to higher margins than HDPE caps, the larger the format. A key objective of our strategic review process is to identify opportunities to accelerate our development and deployment of these new formats. And now I'll hand it over to Matt for a review of our expected near- term financial performance.
Matthew T. Plavan
Thanks, John, and good afternoon, everyone. I'd like to begin with an update on our financing strategy. As we previously indicated, we endeavor to source the majority of funds for our capital equipment build-out on our way to sustain profitability from non-dilutive capital such as equipment and corporate debt. However, depending upon equipment operation target locations, tariffs may require us to deploy meaningfully more capital for our equipment going forward.
The 15% tariff on EU imports up from 10% as of late July 2025, and the 39% tariff on Switzerland imports which went into effect on August 7, 2025, affect Origin because we source CapFormer System from Switzerland and Germany for deployment in the United States. Such tariff costs can significantly raise the cash outlay required for financing equipment as we do not expect the tariff cost to be financeable, thereby making debt financing in those instances more expensive and potentially suboptimal.
As John mentioned, we believe our strategic review process will help us optimize our cost of capital under these circumstances and to maintain timely capacity build for demand capture and to preserve the path to our stated goal of nondilutive financing for the majority of our forthcoming capital expenses.
Next, we're revising our revenue and run rate adjusted EBITDA guidance. We estimate an aggregate reduction in manufacturing output of approximately 50% and 15% for 2026 and 2027, respectively, compared to our prior estimates. This is due to the impact of the aforementioned delay in CapFormer FAT timing for Lines 2 through 8. on our backloaded 2026 production schedule as we described in May of 2025. Prior revenue guidance for 2026 and 2027 was a range of $50 million to $70 million and $150 million to $210 million, respectively, we are updating revenue guidance before consideration of potential strategic review outcomes to $20 million to $30 million and $100 million to $200 million for 2026 and 2027, respectively. In addition, we expect these same factors to push our adjusted EBITDA run rate breakeven from 2026 into 2027.
Lastly, we ended the quarter with a strong balance sheet, including $69 million in cash, cash equivalents and marketable securities. In addition, the net accounts receivable balance of $17.9 million at June 30, 2025, is comprised of receivables associated with the company's legacy supply chain activation program, that is being wound down in 2025. Concurrent with the wind down of the supply chain activation program, we expect to collect all related net receivables in due course, resulting in a significant source of cash.
Additionally, as of June 30, 2025, the company had $9 million in land held for sale in Geismar, Louisiana. We expect the sale of this land to also result in an additional significant source of cash. With that, I'll pass it back to John for concluding remarks.
John Bissell
Thanks, Matt. I will conclude by reiterating what I said at the beginning of this call. Today, Origin is closer than ever to bringing our product to the $65 billion caps and closures market. The first Origin PET bottle caps are now on store shelves. We are now officially in market with our 1881 cap for noncarbonated water.
This quarter, we announced our first publicly named customer, Berlin Packaging. Despite tariffs as high as 39% directly impacting our business, we remain nimble by expanding the geographies into which we can deploy production. We are adapting and executing our plan, and we are evaluating promising path forward for our strategic review with RBC which we believe can both accelerate and derisk our business plan while simultaneously unlocking significant value for our shareholders. With that, I'll open up the call for questions. Operator, may we have the first question, please?
Question-and-Answer Session
Operator
Showing no questions. I will now turn it over to Ryan Smith, Co-Founder and Chief Product Officer for a Q&A section answering #askorigin questions submitted by investors prior to today's call. Thank you.
Ryan Smith
Thank you, operator. Prior to our earnings call, we invited all investors to submit questions as part of our #askorigin campaign. Thank you so much to everyone who participated. These questions were, of course, submitted before our call today, and we answered many of them thoroughly with our prepared remarks. We will generally be answering most relevant questions today during the time that we have.
So let's start with the first question for you, John. The investor asks, as soon as a customer becomes public, we'd like to know where to buy the product so we can support it and get the cap into our hands to show and tell the tangibility. How do we do that?
John Bissell
Well, as we announced earlier, we now have our product on shelves with a small brand Power Hydration located in California. We're excited to get those bottles -- those caps on bottles out there. We're excited to have them in market. Certainly, if people want to travel to California to go get 1 of those bottles, they're welcome to do so, but we certainly don't expect that.
And we don't expect Power Hydration will be the last brand that we announced with these caps out there in the near term. So we're excited to have our caps qualified for water and we're excited to have our caps on store shelves already.
Ryan Smith
Great. The next question from the investor asks, have you been monitoring the competition? And could you provide some insight on who your closest competitors are? And how much further ahead you think Origin is in mastering this particular type of PET cap production?
John Bissell
Sure. Yes. So our technology platform is pretty differentiated from the other attempts at making PET caps, both historically and currently, as a reminder, what we do with our technology is thermoform PET sheet into caps. And then with a little bit of post- processing can convert those into caps that can be directly put on bottles.
As you compare that to both existing caps technology for HDPE and polypropylene cap production and also the attempts, both historical and current to make PET caps, those technologies are using either injection molding, which is melting the PET down fully and then extruding it into a fully enclosed mold or compression molding which is taking a softened PET and essentially pressing it into a fully enclosed mold to make the shapes.
There are some key elements of those technologies, which are challenged relative to thermoforming. The first is that you're really making that thin film of a PET cap is quite challenging with both of those technologies due to the material properties of PET. And in fact, when you make that cap, it isn't going to have the same kinds of properties that a PET -- that is forms using thermoforming well due to some of the orientation that occurs within PET when you stretch it and when you mold it over a part with some draw like you do with our technology.
And we think those are some of the key elements that allow us to both get better unit economics and not just better unit economics for caps the size of 1881 but cap that are even larger than that. We think that's what allows us to get better material properties out of our PET. It allows us to get lighter weight caps, it allows us to get the optical clarity that our customers have found really quite striking and aesthetically pleasing and differentiating.
And actually, it's also what allows us to use recycled content in our caps more easily. And so many of the differentiated properties that we think are key, not just our technology but to frankly, PET caps in general and making PET cap successful depends on the technology that we bring which is this thermoforming anchored technology. And we're really excited about that.
We think that, that's going to be a step change, as we said earlier, in recyclability and really impact performance in the product. The PET caps just performed really well across a whole bunch of different dimensions. And so I think relative to our competitors, we're excited that we have, we think, the first commercially viable PET cap in market, we think that our cap performs better than other attempts at making PET caps out there.
And we think that our cap has the ability to really change the way that the packaging industry innovate, frankly. So we're excited to be here.
Ryan Smith
Great. The next question asks, how should we view the Hordijk partnership in the context of prior partnerships and operating partners?
John Bissell
Yes. We expect, in general, to have multiple operating and manufacturing partners in all of the major geographies. And so we see Hordijk as an excellent addition to that, in particular, with more protectionist trade environment that we're, all companies are operating in these days. And so having another great partner in the EU, in particular, 1 that has a huge capacity for extrusion of PET sheet for thermoforming, PET and the capabilities and expertise that comes with that kind of large-scale sheet -- PET sheet extrusion and PET thermoforming operation is something that we think is hugely additive to our overall capability as a company and, of course, particularly our overall capability in Europe.
So we're excited to have them. And we don't think they'll be the last of the manufacturing partners that we bring onboard in the near future, we think that there are going to be plenty more of those as we look across different geographies and expand into new geographies as well.
Ryan Smith
Great. Next question I want to address to Matt. The question asks, where do we stand with respect to our NASDAQ listing. We have been trading for under $1 for some time now.
Matthew T. Plavan
Yes. Thanks, Ryan. So just as a reminder, there are minimum listing requirements that NASDAQ has for companies on the exchange. One of those is that your stock price stays above $1, generally speaking. The way they monitor that is if your stock falls below $1 for 30 consecutive days, you get a notification that you're not in compliance with that particular minimum listing requirement. And they give you initially 180 days to remedy that situation and they measure it as being remedied, the moment that your stock crosses over a closing price of $1 for 10 consecutive days.
And so we are 129 days into our first 180-day price period. We continue to see many opportunities for us to perform, execute and have our stock and the value of our company increase and in doing so, be over $1 for 10 consecutive days in the near future. The -- so at this point, we've got another 51 days in our first grace period. At that point, you can apply and we would if we weren't over $1 and hadn't met that minimum listing requirements, we would apply for a second grace period of 180 days, which the NASDAQ evaluates to make sure that you remain -- that you meet all the other minimum requirements, and if the only requirement remaining is the minimum dollar stock price and you have a plan that is acceptable to the NASDAQ to earn that second grace period, which is generally, what -- it's generally approved as long as you're willing to perform a reverse stock split during that second period if your attempts through organic measures are unsuccessful in raising the stock price above $1.
And generally, companies are willing to do that. And so we think we, as I said, have many more opportunities during that remaining period of time between what's left of our first period and should we have to request a second grace period that gives us another 7 months to become -- to regain compliance.
And so we feel good about our opportunities to do that. And we'll keep all folks or investors posted through our public disclosures on our progress towards meeting those minimum requirements.
Ryan Smith
Great. Thanks for explaining that. John, to close this out, what do we have to get excited about as we look to the future.
John Bissell
Yes. I think there are a lot of things to get excited about. The first is that Origin PET bottle caps are now on shelves. And we think this is just the beginning. There's a lot a lot of growth, that water market is huge, and we're excited to grow sales while we work on our CSD qualifications.
We're working on more customer announcements and naming our customers, especially following our Berlin Packaging press release. We have CapFormers 3 through 6, which will be completing their FAT on a rolling basis through the end of the year. So continuing to build capacity there.
And we're evaluating promising paths forward for a strategic review with RBC which we believe can both accelerate and derisk our business plan while simultaneously unlocking value creation for our shareholders. And for some time now, we've been receiving inbound interest from well-established cap companies. That frankly, struggle with innovation. It's hard to find innovation in these established industries and we can provide that.
So we're excited across all of these areas from organic to inorganic growth, and we're excited that our high performance highly sustainable and recyclable cap is finally in market in 1 of the largest caps and closures segments. So there's a lot to be excited about.
Ryan Smith
Great. Thank you. Back to you operator.
Operator
Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
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