As filed with the U.S. Securities and Exchange Commission on May 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
(916) 231-9329
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
Origin Materials, Inc. 2021 Equity Incentive Plan
(Full title of the plan)
John Bissell and Rich Riley
Co-Chief Executive Officers
Origin Materials, Inc.
930 Riverside Parkway, Suite 10
West Sacramento, CA 95605
(916) 231-9329
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Joshua C. Lee, Esq. | John T. McKenna, Esq. | ||||
| General Counsel | Peter H. Werner, Esq. | ||||
| Origin Materials, Inc. | Cooley LLP | ||||
| 930 Riverside Parkway, Suite 10 | 3 Embarcadero Center, 20th Floor | ||||
| West Sacramento, CA 95605 | San Francisco, CA 94111 | ||||
| (916) 231-9329 | (415) 693-2000 | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Origin Materials, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering 1,278,396 additional shares of its common stock, par value $0.0001 per share under the Origin Materials, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2024. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its common stock for issuance under the Plans on (i) a Registration Statement on Form S-8 filed with the Commission on August 30, 2021 (File No. 333-259147), (ii) a Registration Statement on Form S-8 filed with the Commission on May 9, 2022 (File No. 333-264798) and (iii) a Registration Statement on Form S-8 filed with the Commission on February 23, 2023 (File No. 333-269952) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K (File No. 001-39378) for the fiscal year ended December 31, 2023 filed with the SEC on March 4, 2024.
(b) The Registrant’s Quarterly Report on Form 10-Q (File No. 001-39378) for the quarterly period ended March 31, 2024 filed with the SEC on May 14, 2024.
(c) The description of the Registrant’s common stock which is contained in a Registration Statement on Form 8-A filed on July 9, 2020 (File No. 001-39378) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.5 of the 2021 10-K.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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ITEM 8. EXHIBITS
| Exhibit Number | Incorporated by Reference | ||||||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||
| 4.1 | 8-K | 001-39378 | 3.3 | July 1, 2021 | |||||||||||||
| 4.2 | 8-K | 001-39378 | 3.2 | June 29, 2021 | |||||||||||||
| 4.3 | S-4/A | 333-254012 | 4.5 | May 25, 2021 | |||||||||||||
| 5.1* | |||||||||||||||||
23.1* | |||||||||||||||||
23.2* | |||||||||||||||||
| 23.3* | |||||||||||||||||
| 24.1* | |||||||||||||||||
| 99.1 | 8-K | 001-39378 | 10.12 | July 1, 2021 | |||||||||||||
| 99.2 | S-1 | 333-257931 | 10.13 | July 15, 2021 | |||||||||||||
| 99.3 | 8-K | 001-39378 | 10.14 | July 1, 2021 | |||||||||||||
| 107* | |||||||||||||||||
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Sacramento, State of California, on this 29th day of May, 2024.
ORIGIN MATERIALS, INC. | ||||||||
| By: | /s/ John Bissell | |||||||
| John Bissell | ||||||||
| Co-Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Bissell, Rich Riley, Matt Plavan, and Joshua Lee, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | Title | Date | ||||||
| /s/ John Bissell | Co-Chief Executive Officer and Director | May 29, 2024 | ||||||
| John Bissell | (Co-Principal Executive Officer) | |||||||
| /s/ Rich Riley | Co-Chief Executive Officer and Director | May 29, 2024 | ||||||
| Rich Riley | (Co-Principal Executive Officer) | |||||||
| /s/ Matt Plavan | Chief Financial Officer (Principal Financial | May 29, 2024 | ||||||
| Matt Plavan | Officer and Principal Accounting Officer) | |||||||
/s/ R. Tony Tripeny | Chair of the Board | May 29, 2024 | ||||||
| R. Tony Tripeny | ||||||||
/s/ Pia Heidenmark Cook | Director | May 29, 2024 | ||||||
| Pia Heidenmark Cook | ||||||||
/s/ Kathleen B. Fish | Director | May 29, 2024 | ||||||
| Kathleen B. Fish | ||||||||
| /s/ William Harvey | Director | May 29, 2024 | ||||||
| William Harvey | ||||||||
/s/ John Hickox | Director | May 29, 2024 | ||||||
John Hickox | ||||||||
| /s/ Craig Rogerson | Director | May 29, 2024 | ||||||
| Craig Rogerson | ||||||||
| /s/ Jim Stephanou | Director | May 29, 2024 | ||||||
| Jim Stephanou | ||||||||
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