orgn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 10-Q

__________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39378

__________________________

ORIGIN MATERIALS, INC.

(Exact name of registrant as specified in its charter)

__________________________


Delaware			87-1388928
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

930 Riverside Parkway, Suite 10 West Sacramento, CA			95605
(Address of principal executive offices)			(Zip Code)

(916) 231-9329

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

__________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, $0.0001 par value per share

ORGN

The Nasdaq Capital Market

Warrants, each whole warrant exercisable for 1/30th of a share of Common Stock at an exercise price of $11.50 per share

ORGNW

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares of the registrant’s common stock, par value $0.0001 per share outstanding was 5,502,770, as of May 8, 2026.

ORIGIN MATERIALS, INC.

TABLE OF CONTENTS


		Page No.
PART I. — FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets (unaudited)	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	5
	Condensed Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4	Controls and Procedures	34
PART II. — OTHER INFORMATION		35
Item 1	Legal Proceedings	35
Item 1A	Risk Factors	35
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3	Defaults Upon Senior Securities	39
Item 4	Mine Safety Disclosures	39
Item 5	Other Information	39
Item 6	Exhibits	40
SIGNATURES		41

WHERE YOU CAN FIND MORE INFORMATION

Investors and others should note that we announce material financial information to our investors using our investor relations website, which can be found at https://investors.originmaterials.com/, as well as press releases, our filings with the Securities and Exchange Commission (the “SEC”), and public conference calls and webcasts. We also use other mediums, including the following social media channels as a means of disclosing information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters and for complying with our disclosure obligations under Regulation FD:

Origin X (f/k/a Twitter) Account (https://twitter.com/OriginMaterials)

Origin LinkedIn Page (https://www.linkedin.com/company/origin-materials)

Origin Facebook Page (https://www.facebook.com/people/Origin-Materials/100057468488825)

These channels may be updated from time to time on our investor relations website. The information we post through these channels may be deemed material. Accordingly, investors should monitor them in addition to following our investor relations website, press releases, SEC filings, and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q.

Table of contents

PART I. — FINANCIAL INFORMATION

Item 1. Financial Statements

ORIGIN MATERIALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands, except share and per share data)	March 31, 2026 (Unaudited)		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	19,191	$	32,923
Marketable securities	13,457		20,545
Accounts receivable net of allowance for credit losses of $5,448 and $828, respectively	5,362		13,049
Other receivables	1,587		2,101
Inventory	682		684

Prepaid expenses and other current assets	1,126		2,448
Land held for sale	9,125		9,126
Total current assets	50,530		80,876
Property, plant, and equipment, net	79,726		72,852
Operating lease right-of-use asset	3,080		3,149
Intangible assets, net	24		32

Other long-term assets	1,715		751
Total assets	$	135,075	$	157,660

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,331	$	3,568
Accrued expenses	4,717		4,947
Operating lease liabilities, current	316		306

Notes payable, short-term	4,450		4,511
Convertible notes, net of issuance costs	6,979		14,970
Other liabilities, current	1,231		231

Total current liabilities	19,024		28,533
Earnout liability	24		24
Canadian Government Research and Development Program liability	16,496		16,776
Common stock warrants liability	89		167
Notes payable, long-term	7,654		4,386
Operating lease liabilities	3,449		3,533
Other liabilities, long-term	19		30
Total liabilities	46,755		53,449


(In thousands, except share and per share data)	March 31, 2026 (Unaudited)		December 31, 2025
Commitments and contingencies (See Note 16)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 5,499,307 and 5,173,884, issued and outstanding as of March 31, 2026 and December 31, 2025, respectively (including 50,000 and 50,000, respectively, of Sponsor Vesting Shares)	15		15
Additional paid-in capital	404,667		402,378
Accumulated deficit	(305,475)		(287,825)
Accumulated other comprehensive loss	(10,887)		(10,357)
Total stockholders’ equity	88,320		104,211
Total liabilities and stockholders’ equity	$	135,075	$	157,660

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ORIGIN MATERIALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	Three Months Ended March 31,
(In thousands, except share and per share data)		2026		2025
Revenues:
Products		$	477	$	5,430

Total revenues		477		5,430
Cost of revenues (exclusive of depreciation and amortization shown separately below)		337		5,317
Operating expenses:
Research and development		2,758		3,301
General and administrative		12,708		10,111
Depreciation and amortization		1,185		2,714
Impairment of assets		—		16,610
Total operating expenses		16,651		32,736
Loss from operations		(16,511)		(32,623)
Other income (expenses):
Investment income		611		1,206
Interest expenses		(16)		(48)
Loss in fair value of derivatives		—		(38)
Gain in fair value of common stock warrants liability		78		2,778
Gain in fair value of earnout liability		—		2,462
Loss in fair value of convertible notes		(1,890)		—
Other income (expenses), net		78		(119)
Total other income, net		(1,139)		6,241
Loss before income tax provision		(17,650)		(26,382)
Income tax provision		—		(59)
Net loss		$	(17,650)	$	(26,441)
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities		$	(32)	$	159
Foreign currency translation adjustment		(498)		236
Total other comprehensive (loss) income		(530)		395
Total comprehensive loss		$	(18,180)	$	(26,046)
Net loss per share, basic		$	(3.28)	$	(5.40)
Net loss per share, diluted		$	(3.28)	$	(5.40)
Weighted-average common shares outstanding, basic		5,377,854		4,895,078
Weighted-average common shares outstanding, diluted		5,377,854		4,895,078

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ORIGIN MATERIALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In Thousands, Except Share Amounts)


						Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Common Stock			Additional Paid-in Capital
	Shares	Amount
Balance at December 31, 2024	4,952,475	$	15	$	393,186	$	(38,127)	$	(16,709)	$	338,365
Common stock issued upon exercise of stock options	71	—		—		—		—		—
Vested common stock awards	31,012	—		—		—		—		—
Stock-based compensation	—	—		2,289		—		—		2,289
Net loss	—	—		—		(26,441)		—		(26,441)
Other comprehensive income	—	—		—		—		395		395
Balance at March 31, 2025	4,983,558	$	15	$	395,475	$	(64,568)	$	(16,314)	$	314,608


						Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Common Stock			Additional Paid-in Capital
	Shares	Amount
Balance at December 31, 2025	5,173,884	$	15	$	402,378	$	(287,825)	$	(10,357)	$	104,211
Common stock issued upon exercise of stock options	—	—		—		—		—		—
Shares issued for convertible notes	231,441	—		1,241		—		—		1,241
Vested common stock awards	19,706	—		—		—		—		—
Common stock issued in lieu of fractional share	74,276	—		—		—		—		—
Stock-based compensation	—	—		1,048		—		—		1,048
Net loss	—	—		—		(17,650)		—		(17,650)
Other comprehensive loss	—	—		—		—		(530)		(530)
Balance at March 31, 2026	5,499,307	$	15	$	404,667	$	(305,475)	$	(10,887)	$	88,320

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ORIGIN MATERIALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2026		2025
Cash flows from operating activities
Net loss	$	(17,650)	$	(26,441)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,185		2,714
Provision for credit losses	4,620		—
Stock-based compensation	1,048		2,289

Impairment of assets	—		16,610
Realized (gain) loss on marketable securities	(88)		61
Amortization of premium and discount of marketable securities, net	(19)		(38)
Change in fair value of derivative	—		38
Change in fair value of common stock warrants liability	(78)		(2,778)
Change in fair value of earnout liability	—		(2,462)
Change in fair value of convertible notes	1,890		—
Deferred tax provision	—		58
Other non-cash expenses	51		88
Changes in operating assets and liabilities:
Accounts receivable net and other receivables	3,580		(521)
Inventory	2		—
Prepaid expenses and other current assets	1,322		300
Other long-term assets	(965)		60
Accounts payable	460		130
Accrued expenses	(193)		1,409
Operating lease liabilities	(74)		(79)

Other liabilities, current	54		134
Other liabilities, long-term	(12)		(11)
Net cash used in operating activities	(

SEC Form 10-Q filed by Origin Materials Inc.