\n\u201cOur 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,\u201d said Mr. Plavan. \u201cWe 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.\u201d<\/p>\n
Plan of Liquidation and Dissolution<\/b><\/p>\n
\nThe 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 \u201cPlan of Dissolution\u201d). 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 \u201cSEC\u201d) as soon as practical. The Plan of Dissolution contemplates an orderly wind down of the Company\u2019s business and operations. If the Company\u2019s 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.<\/p>\n
\nIMPORTANT ADDITIONAL INFORMATION<\/p>\n
\nIn 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\u2019s website at http:\/\/www.sec.gov<\/a> or on the \u201cInvestors\u201d section of Origin\u2019s website at www.originmaterials.com<\/a>.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nOrigin 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\u2019s 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\u2019s 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.<\/p>\n Cautionary Note on Forward-Looking Statements<\/b><\/p>\n \nThis 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 \u201cbelieve,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201cexpect,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201cplan,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cpotential,\u201d \u201cseem,\u201d \u201cseek,\u201d \u201ctarget,\u201d \u201cfuture,\u201d \u201coutlook,\u201d \u201cguidance,\u201d \u201cmaintain,\u201d 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\u2019s 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\u2019s 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\u2019s obligations; potential unknown contingencies or liabilities, including tax claims, and Origin\u2019s 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\u2019s control. These forward-looking statements are subject to a number of risks and uncertainties including those factors discussed in Origin\u2019s Annual Report on Form 10-K filed with the SEC on March 30, 2026 under the heading \u201cRisk Factors,\u201d 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\u2019s website at investors.originmaterials.com and on the SEC\u2019s website at www.sec.gov<\/a>. If any of these risks materialize or Origin\u2019s 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\u2019s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260501444721\/en\/<\/a><\/span><\/p>\n \nInvestors: ir@originmaterials.com KEYWORDS:<\/b> California United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Manufacturing Professional Services Other Natural Resources Natural Resources Other Manufacturing Green Technology Textiles Packaging Environment Finance Chemicals\/Plastics<\/p>\n<\/p>\n
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Media: media@originmaterials.com<\/a><\/p>\n
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