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What changed in Origin Materials, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Origin Materials, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+457 added−395 removedSource: 10-K (2026-03-30) vs 10-K (2025-03-13)

Top changes in Origin Materials, Inc.'s 2025 10-K

457 paragraphs added · 395 removed · 271 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOrigin’s innovation involves a new manufacturing process for PET closures that is different from the injection and compression molding methods traditionally used for HDPE and polypropylene closures. Different closure formats have different geometries and technical needs, including tolerances to pressure and temperature.
Biggest changeWe believe we will be able to source materials as needed to manufacture closures. 10 Research and Development Research and development is important to the success of our closures business. Origin’s innovation involves a new manufacturing process for PET closures that is different from the injection and compression molding methods traditionally used for HDPE and polypropylene closures.
On June 25, 2021, we consummated a merger pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021 (as amended by the letter agreement dated March 5, 2021, the “Merger Agreement”), by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Artius (the “Merger Sub”), and Micromidas, Inc., a Delaware 11 corporation doing business as Origin Materials (“Legacy Origin”).
On June 25, 2021, we consummated a merger pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of February 16, 2021 (as amended by the letter agreement dated March 5, 2021, the “Merger Agreement”), by and among Artius, Zero Carbon Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Artius (the “Merger Sub”), and Micromidas, Inc., a Delaware corporation doing business as Origin Materials (“Legacy Origin”).
Additional Information Origin’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on the Company’s website at https://investors.originmaterials.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.
Additional Information Origin’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on the Company’s website at https://investors.originmaterials.com as soon as 12 reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.
Our manufacturing system for producing PET closures, which we call the Origin CapFormer System, is highly versatile, capable of producing many different formats of closures for a wide variety of food and beverage applications. Our first cap is the PCO compliant 1881 closure for beverages. We announced a tethered version of that closure in 2024.
Our manufacturing system for producing PET closures, which we call the Origin CapFormer System, is highly versatile, capable of producing many different formats of closures for a wide variety of food and beverage applications. Our first cap is the PCO compliant 1881 8 closure for beverages. We announced a tethered version of that closure in 2024.
Lighter weight caps provide an important advantage 5 in a market in which our potential customers have publicly declared targets for reducing plastic consumption and efforts to make caps as light as possible, also known as "lightweighting." • Expands Use of Recycled PET.
Lighter weight caps provide an important advantage in a market in which our potential customers have publicly declared targets for reducing plastic consumption and efforts to make caps as light as possible, also known as "lightweighting." • Expands Use of Recycled PET.
We expect a majority of our near-term revenues to be derived from products sold into the closures markets. 7 Scale-up of our closures business: • Growth levers include adding additional production lines, technology advancements that could increase throughput and efficiency per line, developing new formats including non-beverage formats, and developing additional product features such as tethers designed to keep caps connected to bottles. • Licensing Origin CapFormer Systems to commercial partners for the production of PET closures may also play a role in revenue generation.
We expect new near-term revenues to be derived from products sold into the closures markets. 9 Scale-up of our closures business: • Growth levers include adding additional production lines, technology advancements that could increase throughput and efficiency per line, developing new formats including non-beverage formats, and developing additional product features such as tethers designed to keep caps connected to bottles. • Licensing Origin CapFormer Systems to commercial partners for the production of PET closures may also play a role in revenue generation.
Our caps can be made with any type of PET, whether virgin PET, bio-based PET, or recycled PET ("rPET"), without the need for custom polymers, enabling customers to produce containers with higher rPET content. • User Experie nce. Our PET closure provides a satisfying user experience, from its feel to the sound it makes when opened.
Our caps can be made with any type of PET, whether virgin PET, bio-based PET, or recycled PET ("rPET"), without the need for custom polymers, enabling customers to produce containers with higher rPET content. • Attractive Clarity and User Experie nce. Our PET closure provides a satisfying user experience, from its feel to the sound it makes when opened.
We believe our caps have the potential to extend product shelf life because they are made from PET, which offers improved gas barrier properties compared with common cap materials HDPE (high-density polyethylene) and polypropylene, preventing oxygen from getting in and CO 2 from getting out. • Enables Lighter Weight Products.
We believe our caps have the potential to extend product shelf life because they are made from PET, which offers improved gas barrier properties compared with common cap materials HDPE and polypropylene, preventing oxygen from getting in and CO 2 from getting out. • Enables Lighter Weight Products.
We anticipate that our PET closure solutions can be transformative for packaging by designing for recycling circularity and improving the performance and sustainability of packaging. Our product candidates for markets include the PCO 1881 compliant PET closure and a tethered PET closure designed to comply with European cap tethering mandates and keep caps connected to bottles.
We anticipate that our PET closure solutions can be transformative for packaging by designing for recycling circularity and improving the performance and sustainability of packaging. Our products include the PCO 1881 compliant PET closure and a tethered PET closure designed to comply with European cap tethering mandates and keep caps connected to bottles.
We designed our PET closures to outperform today’s incumbent HDPE and polypropylene caps in ways that can improve product shelf life without relying on custom polymers, which can compromise the purity of the recycling system. Our technology enables the lightest cap for a wide variety of containers, reducing plastic waste and improving sustainability.
We designed our PET closures to outperform today’s incumbent high density polyethylene (“HDPE”) and polypropylene caps in ways that can improve product shelf life without relying on custom polymers, which can compromise the purity of the recycling system. Our technology enables the lightest cap for a wide variety of containers, reducing plastic waste and improving sustainability.
Our Products and Technologies PET Closures Technology Platform Our PET closures and technologies for producing them reflect our mission to enable the world's transition to sustainable materials, as well as our polymer expertise and platform development capability. We are going to market with what we believe is the first commercially viable PET closure.
PET Closures Technology Platform Our PET closures and technologies for producing them reflect our mission to enable the world’s transition to sustainable materials, as well as our polymer expertise and platform development capability. We entered the market with what we believe is the first commercially viable PET closure.
Food and Drug Administration (the FDA), the European Food Safety Authority (EFSA) or government authorities in other jurisdictions. For example, our PET closures sold in the European Union are required to be tethered to the bottle or container based on recent regulatory requirements in the region.
Food and Drug Administration (the “FDA”), the European Food Safety Authority (“EFSA”) or government authorities in other jurisdictions. For example, our PET closures sold in the European Union are required to be tethered to the bottle or container based on recent regulatory requirements in the region.
As of December 31, 2024, we had approximately 82 employees located in the United States and 27 employees in Canada, all of whom were full-time employees. None of our employees is subject to a collective bargaining agreement and we believe we have a good relationship with our employees. Corporate Information Origin was formerly known as Artius Acquisition Inc. (“Artius”).
As of December 31, 2025, we had approximately 91 employees located in the United States and 7 employees in Canada, all of whom were full-time employees. None of our employees is subject to a collective bargaining agreement and we believe we have a good relationship with our employees. Corporate Information Origin was formerly known as Artius Acquisition Inc. (“Artius”).
In the United States, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patent holder for administrative delays by the United States Patent and Trademark Office ("USPTO") in examining and granting a patent.
In the United States, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patent holder for administrative delays by the United States Patent and Trademark Office ("U.S.PTO") in examining and granting a patent.
We expect our caps to be among the lightest of their kind; however, if alternative caps continue to become lighter, this could reduce our currently expected advantage with respect to this trait. We may also face competition from manufacturers of non-plastic containers.
Following the trend of lightweighting, competitors may continue to develop lighter weight caps. We expect our caps to be among the lightest of their kind; however, if alternative caps continue to become lighter, this could reduce our currently expected advantage with respect to this trait. We may also face competition from manufacturers of non-plastic containers.
At Origin, our values inform our decision making and how we act. We are deliberate, open, and transparent about our dedication to our core purpose; to enable the world’s transition to sustainable materials. We have assembled an exceptional team of operations specialists, scientists, engineers, and business leaders to develop and execute our strategic plans. Human Capital.
We are deliberate, open, and transparent about our dedication to our core purpose; to enable the world’s transition to sustainable materials. We have assembled an exceptional team of operations specialists, scientists, engineers, and business leaders to develop and execute our strategic plans. Human Capital.
Our research and development enables technology advancements designed to increase line throughput and efficiency, develop new formats beyond beverages, and develop additional features such as tethers. At times, we perform research and development with third-party research organizations, strategic partners, and equipment subsystem manufacturers. Our first PET closure production line is located in Reed City, Michigan.
Our research and development enables technology advancements designed to increase line throughput and efficiency, develop new formats beyond beverages, and develop additional features such as tethers. At times, we perform research and development with third-party research organizations, strategic partners, and equipment subsystem manufacturers.
We are advancing the practice of thermoforming to meet the performance demands of closures, performing research and development to define and refine the thermoforming process to meet the geometries, tolerances, and performance specifications of producing PET closures using our technologies.
Different closure formats have different geometries and technical needs, including tolerances to pressure and temperature. We are advancing the practice of thermoforming to meet the performance demands of closures, performing research and development to define and refine the thermoforming process to meet the geometries, tolerances, and performance specifications of producing PET closures using our technologies.
This know-how into our process and materials is carefully captured in many ways, such as by being photographed, videoed, measured, quantified, summarized, compared, and otherwise described. Within this information set, we have identified many key insights without which we believe a would-be competitor could not successfully operate in our industry or replicate our results.
This know-how is carefully captured in many ways, such as by being photographed, recorded, measured, quantified, summarized, compared, and otherwise described. Within this information set, we have identified many key insights without which we believe a would-be competitor would be at a comparative disadvantage in our industry and could not easily replicate our results. Furanics technology platform.
We expect to begin with the 1881 closure format and we expect to produce larger caps for different beverage types as well as food containers.
We are beginning with the 1881 closure format for water and we expect to develop larger caps for different beverage types as well as caps for food and non-food containers.
In most countries, including the United States, the patent term is generally 20 years from the earliest date of filing a non-provisional patent application in the applicable country.
The term of individual patents depends upon the legal term of the patents in the countries in which they are obtained. In most countries, including the United States, the patent term is generally 20 years from the earliest date of filing a non-provisional patent application in the applicable country.
An important aspect of our intellectual property, in addition to our patent portfolio and trade-secrets, is the depth of understanding and proficiency we gained in the behavior of the Origin technology platform’s chemical reactions, the handling of feedstocks, and the process-ability of feedstocks given certain conditions.
An important aspect of our intellectual property, in addition to our patent portfolio and trade-secrets, is the depth of understanding and proficiency we gained in the behavior of Origin’s technology platforms including, for example, chemical reactions, handling of feedstocks, and storage, transport, and process conditions, and customer product and processing interactions.
Apart from competition, we believe there are opportunities for cooperation with incumbent cap producers who could help commercialize and increase adoption of our PET closures.
Apart from competition, we believe there are opportunities for cooperation with incumbent cap producers who could help commercialize and increase adoption of our PET closures. 7 Our Competitive Strengths We believe that our PET closure technology and products offer a breakthrough in performance and sustainability for packaging.
We also expect to continue to develop new materials and product applications, together with our partners, to maintain and increase our competitive advantages. Key elements of our strategy include: Near-term revenue generation through the sale of PET closures: • We are focusing our available human and cash resources on developing near-term, recurring revenues through our PET closures.
Key elements of our strategy include: Near-term revenue generation through the sale of PET closures: • We are focusing our available human and cash resources on developing near-term, recurring revenues through our PET closures.
These markets include polyesters for textiles, resin for packaging, solid fuels, activated carbon, carbon black for tires and polymer fillers, paints, coatings, soil additives, advanced polyesters, epoxies, plasticizers, polyurethanes, elastomers, emulsions and solvents. 4 Our Addressable Markets Within the estimated $65 billion closures market, we believe there is strong and growing demand for solutions offering superior performance and sustainability characteristics, We believe there is particularly strong demand for those products that are designed for circularity, thus enabling the re-use and recycling of materials, as opposed to waste and downcycling.
Our Addressable Markets Within the estimated $65 billion closures market, we believe there is strong and growing demand for solutions offering superior performance and sustainability characteristics. We believe there is particularly strong demand for products that are designed for circularity, thus enabling the re-use and recycling of materials, as opposed to waste and downcycling.
Further, the information in the vault is left strategically incomplete and requires corroboration from referenced internal documents to ensure that the entirety of any trade secret is known only by someone who has access to each such document. Our employees are required to participate in invention assignment and non-disclosure protocols to further ensure the protection of our trade secrets. Know-how.
Access to this vault is limited to a select group and is granted on a need-to-know basis. Further, the information in the vault is left strategically incomplete and requires corroboration from referenced internal documents to ensure that the entirety of any trade secret is known only by someone who has access to each such document.
Business Strategy Our goal is to build a commercially successful business that can scale and meet current and future expected demand for sustainable and performance enhanced materials.
Future formats could include different beverage formats, food closures, and more, allowing us broad access to the $65 billion closures market. Business Strategy Our goal is to build a commercially successful business that can scale and meet current and future expected demand for sustainable and performance enhanced materials.
As we advance and scale up our PET closures business, furanics technology, and other application development, we expect to introduce manufacturing capacity, which may include acquiring production lines or construction of chemical plants, that can produce sustainable materials and product applications.
As we advance and scale up our PET closures business, we expect to introduce manufacturing capacity, which may include acquiring production lines that can produce sustainable materials and product applications. We also expect to continue to develop new materials and product applications, together with our partners, to maintain and increase our competitive advantages.
Regulatory Several states like California, Maine, and New Jersey, as well as Canada and the European Union, have enacted or are considering “minimum recycled content” regulations mandating certain minimum post-consumer recycled content in certain types of packaging, including, specifically, plastic beverage containers.
To minimize ongoing costs while preserving Origin’s capability for long lead-time production that could support exploration of furanics technology scale-up with strategic partners, we have indefinitely suspended investment in the Company’s furanics technology together with plant operations. 11 Regulatory Several states like California, Maine, and New Jersey, as well as Canada and the European Union, have enacted or are considering “minimum recycled content” regulations mandating certain minimum post-consumer recycled content in certain types of packaging, including, specifically, plastic beverage containers.
Environmental Protection Agency (the "EPA") and the Canadian Environmental Protection Act ("CEPA") administered by Health Canada and Environment and Climate Change Canada. Our production processes are subject to regulations and permit requirements relating to air emissions, wastewater discharges, waste generation and disposal, and other environmental matters. Employees and Workplace Culture Intentional Culture and Leadership.
Future commercial production processes are subject to regulations and permit requirements relating to air emissions, wastewater discharges, waste generation and disposal, and other environmental matters. Employees and Workplace Culture Intentional Culture and Leadership. At Origin, our values inform our decision making and how we act.
We have 26 issued design patents in foreign jurisdictions including Australia, Brazil, Canada, the United Kingdom, India, Korea, Turkey, and Taiwan that will expire between 2039 and 2049. 10 Finally, we have 60 pending international applications directed to our closures technology in foreign jurisdictions including ARIPO, Australia, Brazil, Canada, China, Europe, India, Israel, Japan, Mexico, Saudi Arabia, South Africa, Taiwan, the United Kingdom, Trade secrets.
We currently have 11 pending U.S. filings and 50 international patent applications directed to our PET closures technology in jurisdictions that include ARIPO, Argentina, Australia, Brazil, Canada, China, Europe, India, Israel, Japan, Mexico, Saudi Arabia, South Africa, Taiwan, and the United Kingdom.
The production and sale of our chemicals and intermediates that we manufacture and use, including CMF and HTC, and our ongoing research and development activities require authorizations or exemptions under the Toxic Substances Control Act ("TSCA") administered by the U.S.
The production of chemicals and intermediates, including CMF and HTC, for ongoing research and development activities and strategic partnerships may require authorizations or exemptions under the Toxic Substances Control Act (“TSCA”) administered by the U.S. Environmental Protection Agency (the “EPA”) and the Canadian Environmental Protection Act (“CEPA”) administered by Health Canada and Environment and Climate Change Canada.
Our current strategy for carrying out development work and technology scale-up beyond Origin 1 depends on near-term revenue from products like our PET closures and our ability to secure substantial financial support from strategic partners. 8 Raw Materials Supply The Origin CapFormer System can produce PET closures from any type of PET, whether virgin PET, rPET, bio-based PET, or blends of these, depending on customer preference.
Raw Materials Supply The Origin CapFormer System can produce PET closures from any type of PET, whether virgin PET, rPET, bio-based PET, or blends of these, depending on customer preference.
Competitive Landscape In the closures market, we anticipate potential competition from traditional HDPE and polypropylene cap producers and other companies who could develop and launch PET caps. Following the trend of lightweighting, competitors may continue to develop lighter weight caps.
We believe our technology differentiates our PET cap production from any known alternative being developed today and all known past attempts to develop a PET cap, creating a strong competitive moat. In the closures market, we anticipate potential competition from traditional HDPE and polypropylene cap producers and other companies who may develop and launch PET caps.
To further scale our furanics technologies, we are considering additional process development work or securing a financing partner in support of commercialization. 9 Intellectual Property Our patent portfolio is comprised of 50 issued patents focused on the conversion of biomass to CMF and HTC and downstream derivatives thereof, and 28 issued patents focused on closures and their production.
Our patent portfolio is comprised of 10 issued patents focused on PET closures and their production and 31 issued patents focused on the conversion of biomass to CMF and HTC and downstream derivatives thereof.
Our first Origin CapFormer System, a PET closure manufacturing system, successfully completed its Factory Acceptance Test (“FAT”), which involves a series of tests performed on the system to ensure that the system meets the requirements and functions as intended, in September 2024.
Additional lines are in various stages of fabrication and deployment, with six lines having successfully completed Factory Acceptance Testing (“FAT”), which involves a series of tests performed on the systems to ensure they meet the requirements and functions as intended.
A patent's term also may be shortened if the patent is terminally disclaimed over a commonly-owned patent or a patent naming a common inventor and having an earlier expiration date. As of March 1, 2025, our pending non-provisional applications are broken down as follows: Pending U.S. Utility Applications Furanics Closures 3 7 Pending U.S.
A patent’s term also may be shortened if the patent is terminally disclaimed over a commonly-owned patent or a patent naming a common inventor that has an earlier expiration date. Trade secrets. We maintain a secure digital vault of our trade secrets with heightened confidentiality protections.
These include our proprietary technology for transforming biomass, or plant-based carbon, into versatile intermediate chemicals. These intermediate chemicals include chloromethylfurfural ("CMF") and hydrothermal carbon (“HTC”), which we collectively refer to as Furanic Intermediates, as well as oils and extractives and other co-products.
This includes proprietary technology for transforming biomass into versatile intermediate chemicals such as chloromethylfurfural ("CMF") and hydrothermal carbon (“HTC”), which we collectively refer to as Furanic Intermediates. CMF can be converted into numerous commodity and specialty chemicals, with target markets that include food and beverage packaging, apparel, carpet fibers, adhesives, coatings and plasticizers.
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Our furanics technologies include our furanics platform for transforming carbon into sustainable materials for a wide range of end products capable of addressing an estimated $1 trillion market opportunity, including food and beverage packaging, clothing, textiles, plastics, car parts, carpeting, tires, adhesives, soil amendments, and fuels.
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In accordance with our revenue growth strategy, We are expanding our PET cap production capability through the deployment of CapFormer Systems, our manufacturing units for the production of PET closures. Our first CapFormer System is operational in Reed City, Michigan.
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Since September 2024, our CapFormer System has produced caps for commercial qualification and has been delivered to our operations and manufacturing center in Reed City, Michigan, where it commenced commercial production in February 2025. We anticipate bringing online additional CapFormer Systems as part of our scale-up strategy.
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We anticipate bringing additional CapFormer Systems online as part of our scale-up strategy, with six lines already fully procured and projected to be installed by the end of 2026. 5 Market Opportunity Our PET closures are designed to address the estimated $65 billion global closures market. This market is comprised of a number of differentiated segments.
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In February 2025, we announced that three new CapFormer lines were nearing completion, with eight total lines expected by the end of December 2025. 3 Furanics Technologies Including Biomass Conversion Platform In addition to our closures business, we have developed a number of technologies related to furanics, a class of chemicals with properties enabling the production of widespread and valuable materials, like plastics.
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Our current strategic prioritization targets five large functional segments including water ($7 billion), carbonated soft drinks (“CSD”–$6 billion), other beverage applications (hot fill, ready-to-drink, beer, wine, milk, sports–$18 billion), non-beverage (food and pharmaceutical–$20 billion), and other non-beverage ($17 billion). Each segment utilizes different cap formats to achieve unique performance characteristics required by the product.
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We believe that products made using our furanics technology at sufficient scale and maturity can compete directly with petroleum-derived products on both performance and price while being sustainable and lowering the carbon footprint. CMF is a chemically flexible intermediate that can be converted into a variety of products, including numerous commodity and specialty chemicals.
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We expect to make PET closures in a wide variety of formats for not only beverage containers but food containers and others as well. 6 Competitive Landscape Although a few other companies are currently developing PET closures, in August 2025, Origin became the first and only company to put commercially scalable PET caps on beverage products into store shelves, partnering with a California-based alkaline water brand.
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Applications include paraxylene (“PX”), which is a precursor to purified terephthalic acid (“PTA”) and subsequently PET; furandicarboxylic acid (“FDCA”), which can be converted into polyethylene furanoate (“PEF”). CMF target markets include food and beverage packaging, apparel, carpet fibers, adhesives, coatings and plasticizers. HTC is a diverse, high-potential material. Current applications of our HTC include a drop-in, energy-dense solid fuel.
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We hold a strong IP position for our differentiated PET cap and cap production technology, which we call CapForming. We believe that CapForming is the only approach to PET cap production that can use thermoforming.
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Our HTC product development pipeline includes carbon black replacement for tires, foams and dyes, paint and coating applications, and agriculture and soil products. Further, we believe oils and extractives could be used to produce cellulose-derived, low carbon intensity biofuels for transportation and marine fuel, industrial applications, and heat and power generation.
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Our first PET closure production line is located in our manufacturing center in Reed City, Michigan, where we partner with Reed City Group, a company with an extensive plastic material knowledge. Intellectual Property Our PET closures and furanics technology platforms (see Furanics Technology Platform below) are protected by patents, trade secrets, and know-how. Patents.
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We continue to perform development work related to our furanics technology. Origin 1, our plant in Sarnia, Ontario, Canada, is currently operating “on demand” with reduced staffing, while preserving our ability to generate product at small volumes sufficient to explore scale-up with strategic partners.
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In addition, we currently have 6 pending U.S. filings and 22 patent international applications focused on the conversion of biomass to CMF and HTC and downstream derivatives thereof in jurisdictions that include Brazil, China, Europe, Japan, Korea, Mexico and Malaysia.
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This decision was made in alignment with our near-term focus on PET closures as our path to profitability and our asset light strategy for our future plant to further scale up furanics technology.
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Our employees are required to participate in invention assignment and non-disclosure protocols to further ensure the protection of our trade secrets. Know-how.
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For our future plant, we have explored a variety of plant designs and conducted testing and optimization of various feedstocks to generate data that could influence our scale-up strategy. Market Opportunity We believe that our near-term and long-term addressable markets together exceed $1.0 trillion. • Approximately $65 billion immediate opportunity.
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In addition to its PET closures technologies, Origin holds significant intellectual property related to furans, a class of chemicals with properties enabling the production of widespread materials, like plastics, with a potential long-term addressable market estimated at over $1 trillion.
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We expect our PET closures to begin to address a greater than $65 billion global closures market. • Approximately $1 trillion+ long-term market opportunity.
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HTC is a diverse, high-potential material whose development targets include carbon black replacement for tires, foams and dyes, paint and coating applications, and agriculture and soil products.
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Our furanics technology produces versatile chemical “building blocks” that we anticipate, in the long term, can be converted into products to replace a broad range of chemicals and materials representing an addressable market that we believe is more than $1 trillion.
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We expect to make PET closures in a wide variety of formats for not only beverage containers but food containers and others as well. Our furanics technologies and biomass conversion platform address the chemicals market broadly due to the flexible chemistry, low carbon footprint, and competitive unit economics of our intermediates.
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According to the International Energy Agency, the chemical sector is the largest industrial consumer of both oil and gas. Currently, organic chemicals are predominantly derived from fossil sources such as petroleum. These chemicals are used to produce a wide array of materials from paints to plastics, space suits to solar panels, and from medicines to electronics.
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Our furanics technology can enable companies to lower their overall CO 2 emissions and meet their emissions reduction commitments by substituting decarbonizing Furanic Intermediates and their derivatives for all or a portion of the fossil-based content of materials in their supply chains.
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For our furanics technologies and biomass conversion platform, we expect our products to compete with traditional, petroleum-based materials currently used in our target markets, as well as compete with alternatives to these materials that both established and new companies seek to produce. We expect to compete with global oil and petrochemical companies and large international diversified chemical companies.
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Several of these producers are seeking to develop materials from renewable sources that could compete with our products. Moreover, a number of established companies and new entrants have announced intentions to develop renewable alternatives for existing chemical products used in our near-term focus markets.
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Given our leading position in decarbonized materials, we also expect to compete with alternative technologies targeting different sources of emissions. These competitors include electric vehicles, renewable power generation, and food technology.
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While we do not anticipate competing directly for market share with producers of these technologies, we expect to compete for wallet share from customers looking to reduce overall carbon emissions throughout their supply chain and operations. Our Competitive Strengths We believe that our PET closure technology and products offer a breakthrough in performance and sustainability for packaging.
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Future formats could include different beverage formats, food closures, and more, allowing us broad access to the $65 billion closures market. We believe that our furanics technology can replace petroleum as the foundational feedstock for the materials economy. Our competitive strengths related to that technology include: • Flexible platform enables drop-in solutions serving a large addressable market.
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We believe that our furanics technology is capable of helping to address a substantial global market that is just beginning to transition from petroleum-based materials to sustainable materials.
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Many of our products are drop-in replacements for traditional petrochemicals, enabling customers to use our products in their existing manufacturing processes to produce chemically and physically identical end products with little to no change in customer behavior. • Abundant, low-cost and historically price-stable feedstock.
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Our furanics technology can use timber and forest residues such as pine pulpwood, which is currently abundant and renewable, as its base-case 6 feedstock. The feedstock for the pulp industry in North America is plentiful and the cost has historically been relatively low and stable compared with the cost of oil.
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The market for these wood-based feedstocks tends to be local due to relatively high transport costs, and therefore is insulated from typical commodity price volatility.
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Furthermore, pulpwood feedstock does not compete for use as a food source, insulating products made from such feedstock from demand price pressures faced by other agricultural-based renewable feedstocks such as corn and sugarcane. • Carbon Footprint.
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We believe our products can help enable prospective customers to achieve their net zero carbon emissions commitments by transitioning away from fossil-based materials towards materials made with our furanics technology, which can use sustainable, non-food, plant-based feedstock. • High Barriers to Entry. Over more than a decade, we have generated a robust patent portfolio as well as critical trade secrets.
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We believe our competitors now significantly lag behind us and will be unable to replicate the efficiency, yield and quality of our process, as we expect to continue to improve our existing technology and processes.
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Development of furanics technology and biomass conversion platform for long-term revenue generation: • Origin 1 is a strategic asset which we plan to use to qualify higher-value applications for our intermediates CMF and HTC.
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Origin 1 commenced commercial-scale production in October 2023. • Future Origin biomass conversion plants are expected to focus on supplying products that serve our markets of interest. CMF applications could include the FDCA-based polymers PEF and PETF for advanced packaging, textiles, and other potential applications.
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We believe we will be able to source materials as needed to manufacture closures. Our furanics technology can produce building block chemicals from a variety of abundant, low-cost bio-feedstocks including wood residues and wood processing waste.
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Our process was designed to be able to take advantage of idled and aging pulp mills and may be co-located with such mills to secure access to existing site-specific feedstock supplies and skilled labor while lowering required capital investment. Research and Development Research and development is important to the success of our closures business.
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For our furanics technologies, including our biomass conversion platform, and related intermediates, we have been developing commercialization pathways focused on high-value applications. We operate an in-house laboratory and pilot-scale manufacturing facilities in West Sacramento, California and Sarnia, Ontario. Our furanics development work has a characteristically longer development cycle than our closures R&D.
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We intend to retain exclusive rights to commercially work its biomass to CMF and HTC pathways. We also rely on trade secrets, know-how and continuing technological innovation to develop and maintain our proprietary position. Patents. As of March 1, 2025, the issued patents in our portfolio are broken down as follows: Issued U.S.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeConstruction of manufacturing lines for production of our PET closures, or of additional plants beyond Origin 1, may not be completed in a timely manner or completed in a cost-effective manner or at all.
Biggest changeIf we are unable to timely qualify our products with a customer, or if competing businesses achieve success in customer qualification before we do, our sales of product to that customer may be delayed or foreclosed, which could adversely affect our financial condition and results of operations. 17 Construction of manufacturing lines for production of our PET closures may not be completed in a timely or cost-effective manner or at all.
In addition, others may obtain knowledge of our trade secrets through independent development or other access by legal means. Other Risks Related to Our Business Our management team has relatively limited experience in operating a public company.
In addition, others may obtain knowledge of our trade secrets through independent development or other access by legal means. Other Risks Related to Our Business Our management team has relatively limited experience operating a public company.
The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.
The Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.
We cannot assure you that the market price of Common Stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • the realization of any of the risk factors presented in this Report; • actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition; • additions and departures of key personnel; • failure to comply with the requirements of Nasdaq; • failure to comply with the Sarbanes-Oxley Act or other laws or regulations; • future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; • publication of research reports about us; • the performance and market valuations of other similar companies; • commencement of, or involvement in, litigation involving us; • broad disruptions in the financial markets, including sudden disruptions in the credit markets; • speculation in the press or investment community; • actual, potential or perceived control, accounting or reporting problems; • changes in accounting principles, policies and guidelines; and • other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events.
We cannot assure you that the market price of common stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: • the realization of any of the risk factors presented in this Annual Report; • actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition; • additions and departures of key personnel; • failure to comply with the listing requirements of Nasdaq; • failure to comply with the Sarbanes-Oxley Act or other laws or regulations; • future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; • publication of research reports about us; • the performance and market valuations of other similar companies; • commencement of, or involvement in, litigation involving us; • broad disruptions in the financial markets, including sudden disruptions in the credit markets; • speculation in the press or investment community; • actual, potential or perceived control, accounting or reporting problems; • changes in accounting principles, policies and guidelines; and • other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events.
In addition, the market for bioplastics, and for plastic products like our PET closures generally, is heavily influenced by applicable federal, state and local government laws, regulations and policies, such as the European Union's Single-Use Plastic Directive, which came into effect in July 2024, and minimum recycled content requirements for beverage bottle packaging in the European Union, Peru, South Africa, and certain states in the United States, as well as public perception.
In addition, the market for plastic products like our PET closures generally, is heavily influenced by applicable federal, state and local government laws, regulations and policies, such as the European Union’s Single-Use Plastic Directive, which came into effect in July 2024, and minimum recycled content requirements for beverage bottle packaging in the European Union, Peru, South Africa, and certain states in the United States, as well as public perception.
If we are unable to successfully remediate any future material weaknesses in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable Nasdaq listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.
If we are unable to successfully remediate any future material weaknesses in our internal control over financial reporting, or if we identify any material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable Nasdaq listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result.
During times of war and other major conflicts, we and the third parties with whom we work may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products. 31 We and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks credential stuffing, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, attacks enhanced or facilitated by AI and other similar threats.
During times of war and other major conflicts, we and the third parties with whom we work may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products. 36 We and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks credential stuffing, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, attacks enhanced or facilitated by AI and other similar threats.
We are subject to, among other things, the following factors that may negatively affect our operating results: • the announcement or introduction of new products by our competitors; • our ability to upgrade and develop our systems and infrastructure to accommodate growth; • our ability to attract and retain key personnel in a timely and cost-effective manner; 21 • our ability to attract new customers and retain existing customers; • technical difficulties; • the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure; • our ability to identify and enter into relationships with appropriate and qualified third-party providers of necessary testing and manufacturing services; • regulation by federal, state or local governments; and • general economic conditions, as well as economic conditions specific to the closures industry, and the chemicals, plastics, carbon products, and fuels industries, and other industries related to compostable or biodegradable substitutes for non-biodegradable plastics, as well as changes to commodity prices to which prices in some of our contracts are indexed.
We are subject to, among other things, the following factors that may negatively affect our operating results: • the announcement or introduction of new products by our competitors; 25 • our ability to upgrade and develop our systems and infrastructure to accommodate growth; • our ability to attract and retain key personnel in a timely and cost-effective manner; • our ability to attract new customers and retain existing customers; • technical difficulties; • the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure; • our ability to identify and enter into relationships with appropriate and qualified third-party providers of necessary testing and manufacturing services; • regulation by federal, state or local governments; and • general economic conditions, as well as economic conditions specific to the closures industry, and the chemicals, plastics, carbon products, and fuels industries, and other industries related to compostable or biodegradable substitutes for non-biodegradable plastics, as well as changes to commodity prices to which prices in some of our contracts are indexed.
Companies across many industries are facing increasing scrutiny related to their environmental, social and governance (ESG) practices and reporting, both in the United States and internationally, including risks related to climate, workforce and other sensitive matters., To the extent we share information about our ESG practices, we could be criticized for the accuracy, adequacy, or completeness of such disclosures.
Companies across many industries are facing increasing scrutiny related to their environmental, social and governance (“ESG”) practices and reporting, both in the United States and internationally, including risks related to climate, workforce and other sensitive matters. To the extent we share information about our ESG practices, we could be criticized for the accuracy, adequacy, or completeness of such disclosures.
Any potential delisting of our common stock from the Nasdaq would likely result in decreased liquidity and increased volatility for our common stock and would adversely affect our ability to raise additional capital or to enter into strategic transactions, in addition to adversely impacting the perception of our financial condition and could cause reputational harm to investors and parties conducting business with us.
Any potential delisting of our common stock from The Nasdaq Capital Market would likely result in decreased liquidity and increased volatility for our common stock and would adversely affect our ability to raise additional capital or to enter into strategic transactions, in addition to adversely impacting the perception of our financial condition and could cause reputational harm to investors and parties conducting business with us.
We have recorded a valuation allowance related to the majority of our NOL carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. 23 Risks Related to Government Regulation Compliance with extensive environmental, health and safety laws could require material expenditures, changes in our operations or site remediation.
We have recorded a valuation allowance related to the majority of our NOL carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. Risks Related to Government Regulation Compliance with extensive environmental, health and safety laws could require material expenditures, changes in our operations or site remediation.
If we experience delays or increased costs, our estimates and assumptions are incorrect, or other unforeseen events occur, our business, ability to supply customers, financial condition, results of operations and cash flows could be adversely impacted. Finally, we may not be successful or efficient in developing or implementing new production processes.
If we experience delays or increased costs, our estimates and assumptions are incorrect, or other unforeseen events occur, our business, ability to supply customers, financial condition, results of operations and cash flows could be adversely impacted. 22 Finally, we may not be successful or efficient in developing or implementing new production processes.
Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements. 22 Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.
Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements. Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.
However, we may not be able to detect and remediate all vulnerabilities, including in a timely basis. Therefore, such vulnerabilities could be exploited and result in a security incident. These vulnerabilities pose material risks to our business. Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems, our efforts may not be successful.
However, we may not be able to detect and remediate all vulnerabilities, including in a timely basis. Therefore, such vulnerabilities could be exploited and result in a security incident. These vulnerabilities pose material risks to our business. 37 Despite our efforts to identify and remediate vulnerabilities, if any, in our information technology systems, our efforts may not be successful.
Furthermore, there could also be a further reduction in our coverage by securities analysts and the news media and broker-dealers may be 36 deterred from making a market in or otherwise seeking or generating interest in our common stock, which could cause the price of our common stock to decline further.
Furthermore, there could also be a further reduction in our coverage by securities analysts and the news media and broker-dealers may be deterred from making a market in or otherwise seeking or generating interest in our common stock, which could cause the price of our common stock to decline further.
We are required to maintain compliance with covenants under our debt and similar agreements. There are and will be operating or financial restrictions and covenants in certain of our debt and similar agreements, including the promissory notes and prepayment agreements we are party to, as well as certain other agreements to which we are or may become a party.
We are required to maintain compliance with covenants under our debt and similar agreements. There are and will be operating or financial restrictions and covenants in certain of our debt and similar agreements, including the promissory notes we are party to, as well as certain other agreements to which we are or may become a party.
We may be unable to obtain appropriate types or amounts of insurance, and any insurance coverage we have may be insufficient to cover all of our potential losses or continue to be available to us on acceptable terms, or at all. We may be delayed in procuring or be unable to procure necessary capital equipment.
We may be unable to obtain appropriate types or amounts of insurance, and any insurance coverage we have may be 18 insufficient to cover all of our potential losses or continue to be available to us on acceptable terms, or at all. We may be delayed in procuring or be unable to procure necessary capital equipment.
We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.
We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our common stock equals or exceeds $540.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.
Redemption of the outstanding Warrants could force you (a) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (c) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. 37 In addition, we may redeem your Warrants after they become exercisable for a number of shares of Common Stock determined based on the redemption date and the fair market value of our Common Stock.
Redemption of the outstanding Warrants could force you (a) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (c) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. 43 In addition, we may redeem your Warrants after they become exercisable for a number of shares of common stock determined based on the redemption date and the fair market value of our common stock.
Such disclosures and related actions are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences. 32 If we (or third parties with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences.
Such disclosures and related actions are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences. If we (or third parties with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences.
Our business, financial condition, results of operations and prospects could be severely impacted, we may lose customers and customer demand, and we could face litigation if we are unable to construct these facilities and procure and set up our manufacturing lines within the planned timeframes, which are relevant to some of our customers' carbon reduction, sustainability, marketing, or other goals, or in a cost-effective manner, or at all due to a variety of factors.
Our business, financial condition, results of operations and prospects could be severely impacted, we may lose customers and customer demand, and we could face litigation if we are unable to construct these facilities and procure and set up our manufacturing lines within the planned timeframes, which are relevant to some of our customers’ sustainability, marketing, or other goals, or in a cost-effective manner, or at all due to a variety of factors.
We have entered, and may in the future enter, into license and collaboration arrangements for the development and production of some of our materials and products. In the future, we may enter into additional license and collaboration arrangements. Any collaboration we enter into is subject to numerous risks.
We have entered, and may in the future enter, into license and collaboration arrangements for the development and production of some of our products. In the future, we may enter into additional license and collaboration arrangements. Any collaboration we enter into is subject to numerous risks.
We also could become subject to investigations by Nasdaq, the SEC or other regulatory authorities. 29 As a public company, we are also required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting for our annual reports on Form 10-K to be filed with the SEC.
We also could become subject to investigations by Nasdaq, the SEC or other regulatory authorities. 34 As a public company, we are also required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting for our annual reports on Form 10-K to be filed with the SEC.
We also have customers in Asia, and may be subject to new and emerging data privacy regimes in Asia, such as China’s Personal Information Protection Law and Japan’s Act on the Protection of Personal Information. 30 In addition, certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws, which could make it more difficult to transfer information across jurisdictions (such as transferring or receiving personal data that originates in Europe or other jurisdictions).
We also have customers in Asia, and may be subject to new and emerging data privacy regimes in Asia, such as China’s Personal Information Protection Law and Japan’s Act on the Protection of Personal Information. 35 In addition, certain jurisdictions have enacted data localization laws and cross-border personal data transfer laws, which could make it more difficult to transfer information across jurisdictions (such as transferring or receiving personal data that originates in Europe or other jurisdictions).
Debt financing could also have significant negative consequences for our business, results of operations and financial condition, including, among others, increasing our vulnerability to adverse economic and industry conditions, limiting our ability to obtain additional financing, requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, limiting our flexibility in planning for, or reacting to, changes in our business, and placing us at a possible competitive disadvantage compared to less leveraged competitors or competitors that may have better access to capital resources.
Debt financing, including our recent convertible note financing, could also have significant negative consequences for our business, results of operations and financial condition, including, among others, increasing our vulnerability to adverse economic and industry conditions, limiting our ability to obtain additional financing, requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, limiting our flexibility in planning for, or reacting to, changes in our business, and placing us at a possible competitive disadvantage compared to less leveraged competitors or competitors that may have better access to capital resources.
Innovation in production processes involves significant expense and carries inherent risks. Such risks may include difficulties in designing, developing, implementing, and scaling up new process technologies, development and production timing delays, lower than anticipated manufacturing yields, product defects, and inability to consistently meet customers’ product specifications, performance and carbon intensity, or cost requirements, among others.
Innovation in production processes involves significant expense and carries inherent risks. Such risks may include difficulties in designing, developing, implementing, and scaling up new process technologies, development and production timing delays, lower than anticipated manufacturing yields, product defects, and inability to consistently meet customers’ product specifications or performance or cost requirements, among others.
Our management may incur additional costs and need to dedicate increased of time and attention to ESG matters and to comply with a rapidly changing landscape of regulations and expectations. For example, the President has recently issued an Executive Order mandating the United States' withdrawal from the Paris Agreement, and other climate-focused international agreements and commitments.
Our management may incur additional costs and need to dedicate increased of time and attention to ESG matters and to comply with a rapidly changing landscape of regulations and expectations. For example, the President issued an Executive Order mandating the United States’ withdrawal from the Paris Agreement, and other climate-focused international agreements and commitments.
Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our Common Stock.
Such securities also may be governed by an indenture or other instrument, like the Convertible Notes, containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock.
If we are unable to secure an adequate supply of such materials and supplies on commercially reasonable terms, or at all, such repair, maintenance, or construction may be delayed or terminated. 15 We rely on a limited number of customers for a significant portion of our near-term revenue.
If we are unable to secure an adequate supply of such materials and supplies on commercially reasonable terms, or at all, such repair, maintenance, or construction may be delayed or terminated. We expect to rely on a limited number of customers for a significant portion of our near-term revenue.
Any future determination to pay dividends on our capital stock will be at the discretion of our Board. In addition, our loan agreements contain restrictions on our ability to pay dividends. 34 The market price and trading volume of our Common Stock has been and may be volatile and could decline significantly.
Any future determination to pay dividends on our capital stock will be at the discretion of our Board. In addition, our loan agreements contain restrictions on our ability to pay dividends. 39 The market price and trading volume of our common stock has been and may be volatile and could decline significantly.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our Common Stock adversely, then the price and trading volume of our Common Stock could decline.
If securities or industry analysts who follow us do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, then the price and trading volume of our common stock could decline.
Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities.
Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the U.S.A PATRIOT Act and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The military conflict in Ukraine can exacerbate the risks to our supply chain to the extent our suppliers depend on raw materials, components, or parts from Russia or Ukraine including, for example, certain metals used in materials of construction.
The military conflict in Ukraine can exacerbate the risks to our supply chain to the extent our suppliers depend on raw materials, components, or parts from Russia or Ukraine including, for example, certain metals, like nickel, used in materials of construction.
If foreign currency exchange rates fluctuate or any restrictions or significant increases in costs or tariffs or sanctions are imposed related to feedstock and supplies sourced to our plants as a result of amendments to existing trade agreements or otherwise, this may increase our supply and shipping costs, resulting in potential decreased margins.
If foreign currency exchange rates fluctuate or any restrictions or significant increases in costs or tariffs or sanctions are imposed related to raw materials and supplies sourced to our plants as a result of amendments to existing trade agreements or otherwise, this may increase our supply and shipping costs, resulting in potential decreased margins.
Our products are also used in a variety of applications that have specific regulatory requirements such as those relating to products that have contact with food or are used for medical applications. Accordingly, our operations are subject to environmental, health and safety laws and regulations at the international, national, state and local level in multiple jurisdictions.
Our products are also used in a variety of applications that have specific regulatory requirements such as those relating to products that have contact with food. Accordingly, our operations are subject to environmental, health and safety laws and regulations at the international, national, state and local level in multiple jurisdictions.
The stock markets, including Nasdaq on which we have listed the shares of our Common Stock under the symbol “ORGN,” have from time to time experienced significant price and volume fluctuations.
The stock markets, including The Nasdaq Capital Market on which we have listed the shares of our common stock under the symbol “ORGN,” have from time to time experienced significant price and volume fluctuations.
Many of our executive officers have limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations under federal securities laws.
Some of our executive officers have limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations under federal securities laws.
It has also initiated tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to capture other types of goods.
It has also imposed tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to capture other types of goods.
Our quarterly operating results may fluctuate significantly because of several factors, including: • labor availability and costs for hourly and management personnel; • profitability of our products; • changes in interest rates; • impairment of long-lived assets; • macroeconomic conditions, such as inflation and increasing interest rates, which may increase the risk of a potential recession; 35 • negative publicity relating to products we serve; • changes in consumer preferences and competitive conditions; • expansion to new markets; and • fluctuations in commodity prices.
Our quarterly operating results may fluctuate significantly because of several factors, including: • labor availability and costs for hourly and management personnel; • profitability of our products; • changes in interest rates; • impairment of long-lived assets; • macroeconomic conditions, such as inflation and increasing interest rates, tariffs and other trade restrictions, which may increase the risk of a potential recession; • negative publicity relating to products we serve; • changes in consumer preferences and competitive conditions; • expansion to new markets; and • fluctuations in commodity prices.
We have not yet secured all such project financing and government incentives, and may not in the future, and they may not be available on commercially reasonable terms, if at all.
We have not yet secured all such project financing and may not in the future, and they may not be available on commercially reasonable terms, if at all.
We may seek to develop additional strategic partnerships to develop our manufacturing facilities, increase feedstock supply due to manufacturing constraints or capital costs required to develop our products and plants.
We may seek to develop additional strategic partnerships to develop our manufacturing facilities, increase feedstock supply due to manufacturing constraints, or share or defray capital costs required to develop our products and plants.
Our expansion model is global and we expect to need to source feedstock and supplies from suppliers around the world. In particular, we expect to source PET, including recycled PET, from suppliers local to our closures manufacturing lines, or to arrange for transport of PET to the site of those lines.
Our expansion model is global and we expect to need to source raw materials and supplies from suppliers around the world. In particular, we expect to source PET, including recycled PET, from suppliers local to our closures manufacturing lines, or to arrange for transport of PET to the site of those lines.
Any potential delisting of our common stock from the Nasdaq would also make it more difficult for our stockholders to sell our common stock.
Any potential delisting of our common stock from The Nasdaq Capital Market would also make it more difficult for our stockholders to sell our common stock.
Finding substitute suppliers and service providers, to the extent they exist, may be expensive, time-consuming, or impossible and could interrupt or delay the supply of our products causing us to lose revenue and potentially harm our customer relationships or reputation and expose us to contractual remedies under our supply agreements.
Finding substitute suppliers and service providers, to the extent they exist, and shifting production to substitute suppliers and service providers we know exist, may be expensive, time-consuming, or impossible and could interrupt or delay the supply of our products causing us to lose revenue and potentially harm our customer relationships or reputation and expose us to contractual remedies under our supply agreements.
These events may also result in investigations by the Securities and Exchange Commission. Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
These events may also result in investigations by the SEC. 40 Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
Any of these occurrences could adversely affect our supply chain and cause serious harm to our business. We may be unable to secure agreements with local suppliers for the necessary amount of raw materials needed to produce our PET closures or Furanic Intermediates in certain circumstances.
Any of these occurrences could adversely affect our supply chain and cause serious harm to our business. 21 We may be unable to secure agreements with local suppliers for the necessary amount of raw materials needed to produce our PET closures in certain circumstances.
Despite such mitigation efforts, customer defaults may occur and we may be unable to recover all or any of the amounts due to the Company, or we may be forced to incur, and in one case 13 in which a supply chain activation vendor accepted prepayments from us for product the vendor failed to deliver, have incurred, legal and other collection costs to recover such amounts.
Despite such mitigation efforts, customer defaults have occurred and may continue to occur, and we may be unable to recover all or any of the amounts due to us, or we may be forced to incur, and in one case in which a supply chain activation vendor accepted prepayments from us for product that the vendor failed to deliver, have incurred, legal and other collection costs to recover such amounts.
If we are unable to obtain such financing and/or government incentives, or secure sufficient customer agreements, on commercially reasonable terms, or at all, we will not be able to execute our growth strategy.
If we are unable to obtain such financing, or secure sufficient customer agreements, on commercially reasonable terms, or at all, we will not be able to execute our growth strategy.
Additionally, our assessment of the projected benefits associated with the construction of new manufacturing facilities, including production lines for our PET closures, is subject to a number of estimates and assumptions, which in turn are subject to significant economic, competitive and other uncertainties that are beyond our control.
Our assessment of the projected benefits associated with the construction of new production lines for our PET closures, is subject to a number of estimates and assumptions, which in turn are subject to significant economic, competitive and other uncertainties that are beyond our control.
The effects of climate change can not only adversely impact our operations, but also that of our suppliers and customers, and can lead to increased regulations and changes in consumer preferences, which could adversely affect our business, results of operations and financial condition. Unfavorable global economic conditions could adversely affect our business, financial condition and results of operations.
The effects of climate change can not only adversely impact our operations, but also that of our suppliers and customers, and can lead to increased regulations and changes in consumer preferences, which could adversely affect our business, results of operations and financial condition.
Further, we may experience backlash from customers, government entities, advocacy groups, employees, or other stakeholders who disagree with our actual or perceived positions, or with our lack of position on social, environmental, governance, political, public policy, economic, geopolitical, or other sensitive issues.
Further, we may experience backlash from customers, government entities, advocacy groups, employees, or other stakeholders who disagree with our actual or perceived positions, or with our lack of position on ESG, political, public policy, economic, geopolitical, or other sensitive issues.
We currently rely on, and plan to rely on, a limited number of manufacturing facilities to meet near-term customer demand for our PET closures and for our future intermediate chemical sales.
We currently rely on, and plan to rely on, a limited number of manufacturing facilities to meet near-term customer demand for our PET closures sales.
Our potential profitability is dependent upon many factors, including our ability to complete development of our closures manufacturing lines and effectively operate those lines, as well as our current Origin 1 plant, maintain an adequate supply chain, anticipate and react to demand for our products, manufacture our products on a commercial scale, secure additional customer commitments, and otherwise execute our growth plan.
Our potential profitability is dependent upon many factors, including our ability to complete development of our closures manufacturing lines and effectively operate those lines, maintain an adequate supply chain, anticipate and react to demand for our products, manufacture our products on a commercial scale, secure additional customer commitments, and otherwise execute our growth plan.
Even if an active, liquid and orderly trading market is sustained for our Common Stock, the market price of our Common Stock has been and may be volatile and could decline significantly. Our Common Stock experienced such a decline in August 2023. In addition, the trading volume in our Common Stock may fluctuate and cause significant price variations to occur.
Even if an active, liquid and orderly trading market is sustained for our common stock, the market price of our common stock has been and may be volatile and could decline significantly. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur.
The U.S. federal government or other governmental bodies may propose changes to international trade agreements, tariffs, taxes and other government rules and regulations, and may impose sanctions limiting trade with other countries.
The U.S. federal government or other governmental bodies have implemented and may in the future propose changes to international trade agreements, tariffs, taxes and other government rules and regulations, and may impose sanctions limiting trade with other countries.
As we continue to expand our production, we will increase our demand for PET to produce our PET closures, and of timber and forest residues to produce our chemical intermediates, which may alter the anticipated stability in the costs of our raw materials and potentially drive an increase in their cost.
As we continue to expand our production, we will increase our demand for PET to produce our PET closures, which may alter the anticipated stability in the costs of our raw materials and potentially drive an increase in their cost.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect your rights as a common stockholder.
To the extent that we raise additional capital through the sale of equity or convertible debt securities like the Convertible Notes issued pursuant to the Purchase Agreement, your ownership interest will be diluted, and the terms of those securities may include liquidation or other preferences that adversely affect your rights as a common stockholder.
Market acceptance of our products will depend on numerous factors, many of which are outside of our control, including, among others: • public acceptance of such products; • our ability to produce products of consistent quality that offer functionality comparable or superior to existing or new products; • our ability to produce products fit for their intended purpose; • our ability to produce new products or customizations of existing products to match changes in public demand; • our ability to timely obtain necessary regulatory approvals for our products; • the speed at which potential customers qualify our products for use in their products; • the pricing of our products compared to competitive and alternative products, including petroleum-based plastics or incumbent HDPE and polypropylene closures, as well as similar products made by different methods such as PET closures made using injection or compression molding methods; • the strategic reaction of companies that market competitive products or have intellectual property rights that may be necessary to produce our products economically, effectively, or at all; • our reliance on third parties who support or control distribution channels; and • general market conditions, including fluctuating demand for our products.
Market acceptance of our products will depend on numerous factors, many of which are outside of our control, including, among others: • public acceptance of such products; • our ability to produce products of consistent quality that offer functionality comparable or superior to existing or new products; • our ability to produce products fit for their intended purpose; • our ability to produce new products or customizations of existing products to match changes in public demand; • our ability to timely obtain necessary regulatory approvals for our products; • the speed at which potential customers qualify our products for use in their products; • the price, performance (e.g., gas barrier, weight), and sustainability (e.g., carbon intensity, recyclability) of our products compared to competitive and alternative products, including incumbent HDPE and polypropylene 19 closures, as well as similar products made by different methods such as PET closures made using injection or compression molding methods; • the strategic reaction of companies that market competitive products or have intellectual property rights that may be necessary to produce our products economically, effectively, or at all; • our reliance on third parties who support or control distribution channels; and • general market conditions, including fluctuating demand for our products.
There are significant technological and logistical challenges associated with producing, marketing, selling, and distributing products in the specialty chemicals and closures industries, including our products, and we may not be able to resolve all of the difficulties that arise in a timely or cost-effective manner, or at all.
There are significant technological and logistical challenges associated with producing, marketing, selling, and distributing products in the closures industry, and we may not be able to resolve all of the difficulties that arise in a timely or cost-effective manner, or at all.
We may not realize the expected benefits from our recent workforce reduction, and it could result in total costs and expenses that are greater than expected and could disrupt our business. In September 2024, we implemented a reduction in our workforce.
We may not realize the expected benefits from our February 2026 workforce reduction, and it could result in total costs and expenses that are greater than expected and could disrupt our business. In February 2026, we implemented a reduction in our workforce.
Many of our current competitors have 16 longer operating histories, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than us. Recently, certain of our competitors in the closures industry, as well as others in the specialty chemicals industry, have announced products that may compete directly with our own.
Many of our current competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than us. Recently, certain of our competitors in the closures industry have announced products, including PET closures, that may compete directly with our own.
We may issue additional shares of Common Stock or other equity securities without shareholder approval, which would dilute shareholders’ ownership interests and may depress the market price of the Common Stock. As of December 31, 2024 we have Warrants outstanding to purchase an aggregate of 35,476,627 shares of Common Stock.
We may issue additional shares of common stock or other equity securities without shareholder approval, which would dilute shareholders’ ownership interests and may depress the market price of our common stock. As of December 31, 2025 we have 35,476,627 Warrants outstanding.
On January 4, 2024, we received a deficiency letter from the Listing Qualifications Department of the Nasdaq, notifying us that, for the last 30 consecutive business days, the closing bid price for our Class A common stock had closed below the minimum $1.00 per share required for continued listing on the Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”).
On April 7, 2025, we received a deficiency letter from the Listing Qualifications Department of the Nasdaq, notifying us that, for the last 31 consecutive business days, the closing bid price for our common stock had closed below the minimum $1.00 per share required for continued listing on the Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”).
Additionally, if our common stock is delisted from Nasdaq, the liquidity of our common stock would be adversely affected, the market price of our common stock could decrease, our ability to obtain sufficient additional capital to fund our operations and transactions in our common stock could lose federal preemption of state securities laws.
Additionally, if our common stock is delisted from The Nasdaq Capital Market, the liquidity of our common stock would be adversely affected, the market price of our common stock could decrease, our ability to obtain sufficient additional capital to fund our operations and to continue to operate as a going concern would be substantially impaired and transactions in our common stock could lose federal preemption of state securities laws.
To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all.
We have incurred losses during our history. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all.
In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or that the third-parties with whom we work have not been compromised. We may share or receive sensitive information with or from third parties.
In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or that the third-parties with whom we work have not been compromised.
We have not yet secured agreements with our preferred (or the only) supplier of some of these inputs, equipment, and services, and we may be unable to do so on a time frame or terms we find acceptable, or at all. Our reliance on few or single suppliers in a limited number of locations risks multiple supply chain vulnerabilities.
We may be unable to secure agreements with our preferred (or the only) supplier of some inputs, equipment, or services on a time frame or terms we find acceptable, or at all. Our reliance on few or single suppliers in a limited number of locations risks multiple supply chain vulnerabilities.
If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary development and commercialization activities, we may not be able to develop additional products or plants, and our business, financial condition, results of operations and prospects may be materially and adversely affected. 19 We may rely heavily on future collaborative and supply chain partners.
If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary development and commercialization activities, we may not be able to develop additional products or plants, and our business, financial condition, results of operations and prospects may be materially and adversely affected.
In particular, if we are unable to advance strategic partnerships to fund our development of closures manufacturing lines or plants in addition to our Origin 1, we may be delayed or may never be complete development and construction, which may adversely impact our operation and financial results.
In particular, if we are unable to advance strategic partnerships to fund further our development of closures manufacturing lines, we may be delayed or may never be complete such development, which may adversely impact our operation and financial results.
The closures and specialty chemicals industries are highly competitive, and we face significant competition from incumbent HDPE and polypropylene closures businesses as well as incumbent injection and compression molding technologies, which have been widely adopted.
The closures industry is highly competitive, and we face significant competition from incumbent HDPE and polypropylene closures businesses as well as incumbent injection and compression molding technologies, which have been widely adopted.
If we fail to continue to satisfy the continued listing requirements of Nasdaq, such as the corporate governance or public float requirements, or the minimum closing bid price requirement, Nasdaq will take steps to delist our common stock.
Our common stock and Public Warrants are currently listed on The Nasdaq Capital Market. If we fail to continue to satisfy the continued listing requirements of Nasdaq, such as the corporate governance or public float requirements, or the minimum closing bid price requirement, Nasdaq will take steps to delist our common stock.
A successful product liability claim that exceeds our insurance coverage limits, for which we are not otherwise indemnified, could require us to pay substantial sums and could harm our business, financial condition or results of operations.
Even if such insurance is available, product liability or other claims may exceed our insurance coverage limits. A successful product liability claim that exceeds our insurance coverage limits, for which we are not otherwise indemnified, could require us to pay substantial sums and could harm our business, financial condition or results of operations.
In addition, certain of our supply chain activation vendors have failed to pay and/or expressed doubt about their ability to timely pay, or pay at all, amounts due to the Company. The Company manages the risk of customer default through a combination of due diligence, contractual terms, and a diversified customer base.
In addition, certain of our supply chain activation vendors have failed to pay and/or expressed doubt about their ability to timely pay, or pay at all, amounts due to us, which amounts are, in some cases, substantial. We manage the risk of customer default through a combination of due diligence, contractual terms, and a diversified customer base.
A severe or prolonged economic downturn, which could result from an event like the COVID-19 pandemic or the global sanctions imposed against Russia following its military intervention in Ukraine, or inflation in fuel costs resulting from regional instability due to the military conflict in Israel and Gaza, could result in a variety of risks to our business, including our inability to purchase necessary supplies on acceptable terms, if at all, and our inability to raise additional capital when needed on acceptable terms, if at all.
A severe or prolonged economic downturn, which could result from an event like the COVID-19 pandemic, the imposition of tariffs on virtually all countries with which the United States trades and those countries’ retaliatory tariffs, or the global sanctions imposed against Russia following its military invasion of Ukraine, or inflation in fuel costs resulting from regional instability due to military conflict in the Middle East, could result in a variety of risks to our business, including our inability to purchase necessary supplies on acceptable terms, if at all, and our inability to raise additional capital when needed on acceptable terms, if at all.
As a result, future capital raising efforts may reduce the market price of our Common Stock and be dilutive to existing stockholders. We have previously failed, and may again fail, to meet the listing standards of Nasdaq, resulting in our common stock being delisted, which could have a material adverse effect on its liquidity.
As a result, future capital raising efforts may reduce the market price of our common stock and be dilutive to existing stockholders. 41 We currently do not meet the listing standards of Nasdaq and as a result our common stock may be delisted, which could have a material adverse effect on its liquidity.
Our operating plan assumes that we will rely on a limited number of manufacturing facilities to meet customer demand and that these facilities will supply most of our products until additional facilities can be brought online. Adverse changes or developments affecting these facilities could impair our ability to produce our products.
Our operating plan assumes that we will rely on a limited number of manufacturing facilities to meet customer demand and that these facilities will supply most of our products until additional facilities can be brought online.
In addition, pandemics such as COVID-19 may result in increased travel restrictions and the extended shutdown of certain businesses throughout the world, and prolonged closures in Canada, Europe, Asia and elsewhere may disrupt the operations of certain suppliers of feedstock and other supplies, which could, in turn, negatively impact our business, financial condition, results of operations and prospects.
In addition, pandemics such as COVID-19 may result in increased travel restrictions and the extended shutdown of certain businesses throughout the world, and prolonged closures in Canada, Europe, Asia and elsewhere may disrupt the operations of certain suppliers of raw materials and other supplies, which could, in turn, negatively impact our business, financial condition, results of operations and prospects. 29 International trade disputes and the U.S. government’s trade policy could adversely affect our business.
These provisions include: • initially providing for a classified Board with staggered, three-year terms; • authorizing our Board to issue Preferred Stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control; • prohibiting cumulative voting in the election of directors; • providing that vacancies on our Board may generally be filled only by a majority of directors then in office, even though less than a quorum; • prohibiting the adoption, amendment or repeal of the Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors; • prohibiting stockholder action by written consent; • limiting the persons who may call special meetings of stockholders; and • requiring advance notification of stockholder nominations and proposals. 33 These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board, which is responsible for appointing the members of our management.
These provisions include: • authorizing our Board to issue Preferred Stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control; • prohibiting cumulative voting in the election of directors; • providing that vacancies on our Board may generally be filled only by a majority of directors then in office, even though less than a quorum; 38 • prohibiting the adoption, amendment or repeal of the Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors; • prohibiting stockholder action by written consent; • limiting the persons who may call special meetings of stockholders; and • requiring advance notification of stockholder nominations and proposals.
The cost of these raw materials is generally influenced by supply and demand factors, and our operating plans include assumptions that the materials we intend to use as feedstocks will be available at prices similar to historic levels with low volatility.
Our PET closures are designed to use PET, including recycled PET, as a raw material. The cost such raw material is generally influenced by supply and demand factors, and our operating plans include assumptions that the materials we intend to use as feedstocks will be available at prices similar to historic levels with low volatility.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+1 added−1 removed4 unchanged
Biggest changeItem 1A. Risk Factors in this Annual Report on Form 10-K. Governance Our Board of Directors (the "Board") addresses the Company’s cybersecurity risk management as part of its general oversight function and has delegated to the Audit Committee primary responsibility for monitoring the Company’s cybersecurity risk management processes, including mitigation of cybersecurity threats.
Biggest changeGovernance Our Board of Directors (the “Board”) addresses the Company’s cybersecurity risk management as part of its general oversight function and has delegated to the Audit Committee primary responsibility for monitoring the Company’s cybersecurity risk management processes, including mitigation of cybersecurity threats. Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of the Company’s management.
Our VP of Technology and Director of IT, together with our managed service provider ("MSP"), are responsible for helping to identify, assess and manage the Company’s cybersecurity threats and risks by monitoring and evaluating our threat environment using, among other things, manual processes, automated tools, internal audits, threat and vulnerability assessments, evaluating threats reported to us, evaluating our and our industry’s risk profile, and subscribing to reports and services that identify cybersecurity threats.
Our Director of IT, together with our managed service provider ("MSP"), are responsible for helping to identify, assess and manage the Company’s cybersecurity threats and risks by monitoring and evaluating our threat environment using, among other things, manual processes, automated tools, internal audits, threat and vulnerability assessments, evaluating threats reported to us, evaluating our and our industry’s risk profile, and subscribing to reports and services that identify cybersecurity threats.
In addition, the General Counsel provides regular reports to the Audit Committee concerning the Company’s cybersecurity posture and significant threats and risks and the processes to address them. Our security incident response plan (“SIRP”) is designed to escalate certain cybersecurity incidents to members of the Company’s executive management team depending on the circumstances.
In addition, the General Counsel/Chief Compliance Officer provides regular reports to the Audit Committee concerning the Company’s cybersecurity posture and significant threats and risks and the processes to address them. Our security incident response plan (“SIRP”) is designed to escalate certain cybersecurity incidents to members of the Company’s executive management team depending on the circumstances.
Assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, the Director of IT coordinates with our VP of Technology and representatives of the Company’s departments and teams to evaluate the Company’s risk profile and identify and mitigate cybersecurity threats.
Assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, the Director of IT coordinates with representatives of the Company’s departments and teams to evaluate the Company’s risk profile and identify and mitigate cybersecurity threats.
In particular, the VP of Technology and Director of IT are responsible for hiring appropriate personnel and helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes and technologies, and reviewing security assessments and other security-related reports.
In particular, the Director of IT is responsible for hiring appropriate personnel and helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes and technologies, and reviewing security assessments and other security-related reports.
Our VP of Technology, Director of IT, General Counsel, and MSP, along with relevant department heads, work with our incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. The SIRP provides for escalation of potentially material cybersecurity incidents to the Audit Committee.
Our Director of IT, General Counsel/Chief Compliance Officer, and MSP, along with relevant department heads, work with our incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. The SIRP provides for escalation of potentially material cybersecurity incidents to the Audit Committee.
Our General Counsel evaluates material risks from cybersecurity threats and reports to both the Company’s executive management team and the Audit Committee of the Board of Directors.
Our General Counsel/Chief Compliance Officer evaluates material risks from cybersecurity threats and reports to both the Company’s executive 44 management team and the Audit Committee of the Board of Directors.
We also use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example cybersecurity consultants, data backup and recovery providers, cyber insurers, and legal counsel. 38 For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1.
We also use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example cybersecurity consultants, data backup and recovery providers, cyber insurers, and legal counsel.
Removed
Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of the Company’s management.
Added
For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−1 removed3 unchanged
Biggest changeWe purchased of approximately 183 acres in Geismar, Louisiana in third quarter 2022 in the amount of $8.5 million. The Company has concluded it will not construct an Origin 2 plant on the land owned in Geismar during the third quarter of 2024. As such, the Company obtained the approval from the Board to sell the property.
Biggest changeWe purchased of approximately 183 acres in Geismar, Louisiana in third quarter 2022 in the amount of $8.5 million. We concluded that we will not construct an Origin 2 plant on the land owned in Geismar during the third quarter of 2024.
Removed
The property is currently listed for sale, and it is the Company's intention to complete the sale of the land within the next 12 months. Item 3. Legal Proceedings Please see Note 16 “Commitments and Contingencies” in the notes to the consolidated financial statements in Item 8 of this Annual Report, which is incorporated herein by reference. Item 4.
Added
In April 2025, we sold 35 acres of land held for sale for proceeds of $2.2 million, which approximates the carrying value. The remaining property is included in the land held for sale in the consolidated balance sheets as of December 31, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−1 removed0 unchanged
Biggest changeThe actual number of holders of our Common Stock and Public Warrants is greater than the number of record holders, and includes holders who are beneficial owners, but whose shares or warrants are held in street name by brokers or other nominees. 39 Dividend Policy We have never declared or paid any dividends and do not anticipate paying any dividends on our common stock in the foreseeable future.
Biggest changeThe actual number of holders of our common stock and Public Warrants is greater than the number of record holders, and includes holders who are beneficial owners, but whose shares or warrants are held in street name by brokers or other nominees.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Common Stock and Public Warrants are listed on NASDAQ under symbols “ORGN” and “ORGNW”, respectively.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock and Public Warrants are listed on the Nasdaq Capital Market under symbols “ORGN” and “ORGNW”, respectively.
Holders As of close of business on March 7, 2025, there were 32 holders of record of our Common Stock and 1 holder of record for our Public Warrants.
Holders As of close of business on March 20, 2026, there were 32 holders of record of our common stock and 1 holder of record for our Public Warrants.
Removed
Recent Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None. Item 6. Reserved 40
Added
Dividend Policy We have never declared or paid any dividends and do not anticipate paying any dividends on our common stock in the foreseeable future. Recent Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None. Item 6. Reserved 46

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+64 added−48 removed23 unchanged
Biggest changeThe increase is comprised of the impairment loss of $12.3 million related to the capitalized costs specific to the Louisiana site for Origin 2 that were deemed not recoverable and a $2.9 million write-down of other current assets to fair market value of purchased product.
Biggest changeThe increase is mainly attributable to the non-cash impairment loss of $195.6 million in 2025, of which $134.5 million and $31.4 million related to the capitalized costs for the Origin 1 and Origin 2 asset groups, respectively, due to indefinitely suspending the furanics platform development, $16.6 million related to the agreement for conversion of materials produced by Origin 1 (see Note 17 “Commitments and Contingencies” to the consolidated financial statements in Item 8 of this Annual Report for additional details), $12.9 million related to a nonrefundable deposit for a nonexclusive patent license agreement for use in connection with production for Origin 2 (see Note 17 “Commitments and Contingencies” to the consolidated financial statements in Item 8 of this Annual Report for additional details) and $0.2 million write-down of other current assets to fair market value of purchased product, compared to the non-cash impairment loss of $15.2 million in 2024, of which $12.3 million was related to the capitalized costs specific to the Louisiana site for Origin 2 that were deemed not recoverable and a $2.9 million write-down of other current assets to fair value of purchased product.
However, no company has yet been able to successfully commercialize a PET closure at meaningful scale because of, among other factors, technical challenges inherent in making caps from PET cost-effectively in a way that customers have been willing to accept.
However, no company has yet been able to successfully commercialize a PET closure at meaningful scale because of technical challenges inherent in making caps from PET cost-effectively in a way that customers have been willing to accept, among other factors.
(Loss) Gain in Fair Value of Common Stock Warrants Liability The (loss) gain in fair value of common stock warrants liability consists of the change in fair value of the Warrants (the Public Warrants together with the Private Placement Warrants, the “Common Stock Warrants” or “Warrants”).
Gain (Loss) in Fair Value of Common Stock Warrants Liability The gain (loss) in fair value of common stock warrants liability consists of the change in fair value of the Warrants (the Public Warrants together with the Private Placement Warrants, the “Common Stock Warrants” or “Warrants”).
In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our product revenue and service agreements, we perform the following steps: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations; and 5.
In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our product revenue and service agreements, we perform the following steps: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 56 4. Allocating the transaction price to the performance obligations; and 5.
Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations. Revenues We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment.
Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations. 49 Revenues We evaluate financial performance and make resource allocation decisions based upon the results of our single operating and reportable segment.
As our service agreements include customers that are not in similar geographic markets and for different services, therefore we use the expected cost plus margin approach to estimate 50 the stand-alone selling price for each of our performance obligations.
As our service agreements include customers that are not in similar geographic markets and for different services, therefore we use the expected cost plus margin approach to estimate the stand-alone selling price for each of our performance obligations.
Additionally, as of December 31, 2024, we had liability balances consisting of $1.7 million notes payable, long-term, $3.8 million notes payable, short-term, $0.1 million unpaid accrued interest recorded in other liabilities, current, and a $2.5 million customer prepayment recorded in other liabilities, current.
As of 53 December 31, 2024, we had liability balances consisting of $1.7 million notes payable, long-term, $3.8 million notes payable, short-term, $0.1 million unpaid accrued interest recorded in other liabilities, current, and a $2.5 million customer prepayment recorded in other liabilities, current.
At December 31, 2024 the outstanding note principal balance was $3.5 million of which $1.7 million was included in notes payable, long-term and $1.8 million was included in notes payable, short-term and the outstanding accrued interest of less than $0.1 million was included in other liabilities, current.
At December 31, 2024, the outstanding note principal balance was $3.5 million, of which $1.7 million was included in notes payable, long-term, and $1.8 million in notes payable, short-term, and unpaid accrued interest of less than $0.1 million was recorded in other liabilities, current.
(Loss) Gain in Fair Value of Earnout Liability The (loss) gain in fair value of earnout liability consists of the change in fair value of the future contingent equity shares related to the Merger. We recognize incremental income (expense) for the fair value adjustments of the outstanding liability at the end of each reporting period.
Gain (Loss) in Fair Value of Earnout Liability The gain (loss) in fair value of earnout liability consists of the change in fair value of the future contingent equity shares related to the Merger. We recognize incremental income (expenses) for the fair value adjustments of the outstanding liability at the end of each reporting period.
Research and Development Expenses To date, our research and development expenses have consisted primarily of development of a new manufacturing process for PET closures that is different from the injection and compression molding methods traditionally used for HDPE and polypropylene closures. Different closure formats have different geometries and technical needs, including tolerances to pressure and temperature.
Research and Development Expenses Our research and development (“R&D”) expenses have consisted primarily of development of a new manufacturing process for PET closures that is different from the injection and compression molding methods traditionally used for HDPE and polypropylene closures. Different closure formats have different geometries and technical needs, including tolerances to pressure and temperature.
Operating lease liabilities of $0.3 million are short term and the remaining $3.9 million is long-term. For additional information regarding our operating lease liabilities, see Note 15 “Leases” to the consolidated financial statements in Item 8 of this Annual Report. • In the near-term, we anticipate making payments related to the repayment agreement associated with the notes payable.
Operating lease liabilities of $0.3 million are short term and the remaining $3.5 million is long-term. For additional information regarding our operating lease liabilities, see Note 16 “Leases” to the consolidated financial statements in Item 8 of this Annual Report. • In the near-term, we anticipate making payments related to the repayment agreement associated with the notes payable.
We define Adjusted EBITDA as net income or loss adjusted for certain non-cash and non-recurring items, including (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) other expenses (income), net, (x) income tax expenses (benefits) and (xi) cash severance.
We define Adjusted EBITDA as net loss adjusted for certain non-cash and non-recurring items, including (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 movement in these instruments’ fair values are driven by the value of our stock price. This decrease was offset by the increase of $0.3 million in the gain from change in fair value of derivative associated with our foreign currency exchange purchases or sales.
The movement in these instruments’ fair values is driven by the change in the value of our stock price. This increase was offset by the decrease of $0.3 million in the loss from change in fair value of derivative associated with our foreign currency exchange purchases or sales.
Material Cash Requirements from Known Contractual and Other Obligations Our material cash requirements from known contractual and other obligations as of December 31, 2024 consisted of: • Operating lease liabilities that are included on our consolidated balance sheets consists of future non-cancelable minimum rental payments under operating leases for our office space, research and development space, and leases of various office equipment, and warehouse space.
Material Cash Requirements from Known Contractual and Other Obligations Our material cash requirements from known contractual and other obligations as of December 31, 2025, consisted of: • Operating lease liabilities included on our consolidated balance sheets consist of future non-cancelable minimum rental payments under operating leases for our office space, research and development space, and leases of various office equipment, warehouse space.
The remaining repayment in the amount of $1.9 million is due on September 1, 2025, and $1.8 million is due on September 1, 2026 (inclusive of accrued but unpaid interest). However, the prepayment could be used to credit against the purchase of products over the term of the Offtake Agreement.
The repayment in the amount of $1.8 million is due on September 1, 2026 (inclusive of accrued but unpaid interest). However, the prepayment could be used to credit against the purchase of products over the term of the associated Offtake Agreement.
In November 2016, Legacy Origin received a $5.0 million prepayment from a legacy stockholder for product from Origin 1 pursuant to an “Offtake Agreement,” a type of agreement that generally provided for binding take-or-pay commitments to purchase certain annual volumes of product from our planned manufacturing facilities at specified prices, subject to satisfaction of certain conditions precedent.
In November 2016, Legacy Origin received a $5.0 million prepayment from a legacy stockholder for product from Origin 1 pursuant to an “Offtake Agreement,” a type of agreement that generally provides for binding take-or-pay commitments to purchase certain annual volumes of product from our planned manufacturing facilities at specified prices, subject to satisfaction of certain conditions precedent, which was amended through August 2022.
Indebtedness As of December 31, 2024 and 2023, we had $14.4 million and $7.3 million of indebtedness under a Canadian government program, respectively, of which $8.1 million and zero was received during the years ended December 31, 2024 and 2023, respectively.
Indebtedness As of December 31, 2025 and 2024, we had $16.8 million and $14.4 million of indebtedness under a Canadian government program, respectively, of which $1.7 million and $8.1 million was received during the years ended December 31, 2025 and 2024, respectively.
Our first Origin CapFormer System, a PET closure manufacturing system, successfully completed its FAT, which involves a series of tests performed on the system to ensure that the system meets the requirements and functions as intended, in September 2024.
Our first Origin CapFormer System, a PET closure manufacturing line, successfully completed its Factory Acceptance Testing (“FAT”), which involves a series of tests performed on the system to ensure that the system meets the requirements and functions as intended, in September 2024.
Changes in Fair Value of Derivatives, Common Stock Warrants Liability, and Earnout Liability We recognized an aggregate loss related to the changes in fair values of derivative, common stock warrant liability, and earnout liability of $3.6 million during the year ended December 31, 2024 compared to an aggregate gain of $70.6 million in 2023.
Changes in Fair Value of Derivatives, Common Stock Warrants Liability, and Earnout Liability We recognized an aggregate gain related to the changes in fair values of derivatives, common stock warrants liability, and earnout liability of $6.8 million during the year ended December 31, 2025 compared to an aggregate loss of $3.6 million in 2024.
Cost of Revenues Cost of revenues for product sales consists primarily of cost associated with the purchase of finished goods. Cost of revenues for service agreements is based on the actual cost incurred, which mainly consists of the direct cost from vendors and overhead costs such as payroll and benefit related to our employees who provide the services to customers.
Cost of revenues for service agreements is based on the actual cost incurred, which mainly consists of the direct cost from vendors and overhead costs such as payroll and benefit related to our employees who provide the services to customers.
Basis of Presentation We currently conduct our business through one operating segment and our historical results are reported under accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in U.S. Dollars.
Basis of Presentation We currently conduct our business through one operating segment and our historical results are reported under accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in U.S. Dollars. Upon commencement of commercial operations, we expect to expand our operations substantially in the United States and in other countries.
The increase in product revenue is primarily generated by our supply chain activation program. For additional information regarding our supply chain activation program, see Note 4 - Revenues to the consolidated financial statements in Item 8 of this Annual Report.
The decrease in product revenue is primarily due to the planned reduction in our supply chain activation program. For additional information regarding our supply chain activation program, see Note 4 “Revenues” to the consolidated financial statements in Item 8 of this Annual Report.
Our PET closures enable fully-recyclable PET beverage containers and reduce waste through light-weighting, while providing enhanced performance such as greater oxygen and CO 2 barrier properties that can increase shelf-life.
Our PET closures enable fully-recyclable PET beverage containers and reduce waste through light-weighting, while providing enhanced performance such as greater oxygen and CO 2 barrier properties that can increase shelf-life. As a result, we anticipate that our PET closure solutions can be transformative for packaging.
Adjusted EBITDA We believe 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 we do not expect to continue at the 45 same level in the future, as well as other items that are not core to our operations.
GAAP, and may not be comparable to similarly titled measures reported by other companies. 52 Adjusted EBITDA We believe 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 we do not expect to continue at the same level in the future, as well as other items that are not core to our operations.
Business Environment and Trends Our business and financial performance depend on worldwide economic conditions. We face global macroeconomic challenges, particularly in light of increases and volatility in interest rates, uncertainty in markets, inflationary trends, navigating complex and evolving regulatory frameworks, and the dynamics of the global trade environment.
We face global macroeconomic challenges, particularly in light of increases and volatility in interest rates, uncertainty in markets, inflationary trends, navigating complex and evolving regulatory frameworks, and the dynamics of the global trade environment.
The $32.8 million decrease related to the change in fair value of common stock warrant liability is the result of an increase in the fair value of the common stock warrants during the year ended December 31, 2024 as compared to a decrease in 2023.
The $7.6 million increase in the gain related to the change in fair value of common stock warrants liability is the result of a significant decrease in the fair value of the common stock warrants during the year ended December 31, 2025 as compared to an increase in the fair value in 2024.
The change was primarily related to the proceeds from Canadian Government Research and Development Program of $8.1 million which was partially offset by the payment of $4.8 million on the notes payable.
The change was primarily related to the proceeds from convertible notes of $15.0 million which was partially offset by the decrease in proceeds from Canadian Government Research and Development Program of $6.4 million and the increase on the notes payable payment of $1.5 million.
GAAP, and it should not be considered as a substitute for net income, operating income, or any other measure calculated in accordance with U.S. GAAP, and may not be comparable to similarly titled measures reported by other companies.
GAAP, and it should not be considered as a substitute for net income, operating income, or any other measure calculated in accordance with U.S.
We continue to observe market uncertainty, civil unrest, global sanctions, bank failures, inflationary pressures, supply constraints and labor shortages in the past few quarters, and the potential changes in tariffs and trade barriers on major trading partners of the US including Canada and Mexico.
We continue to observe market uncertainty, civil unrest, global sanctions, bank failures, inflationary pressures, supply constraints and labor shortages in the past few quarters, and potential and actual changes in tariffs and trade barriers on major trading partners of the U.S. including Canada, Mexico, and European countries from which we source equipment to manufacture some of our products.
The prepayment was to be credited against the purchase of products over the term of the agreement. The prepayment was secured by a promissory note to be repaid in cash in the event that the prepayment could not be credited against the purchase of product, for example, if Origin 1 were never constructed.
The prepayment was to be credited against the purchase of products over the term of the Offtake Agreement and was secured by a promissory note to be repaid in cash in the event that the prepayment could not be credited against the purchase of product.
Cash Flows for the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following table shows a summary of cash flows for the years ended December 31, 2024 and 2023: Year ended December 31, (in thousands) 2024 2023 Net cash used in operating activities $ (50,830) $ (60,355) Net cash provided by investing activities 28,559 26,232 Net cash provided by financing activities 3,556 146 Effects of foreign exchange rate changes on the balance of cash and cash equivalents, and restricted cash (480) 1,131 Net decrease in cash, cash equivalents and restricted cash $ (19,195) $ (32,846) 48 Cash Used in Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $50.8 million.
Cash Flows for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following table shows a summary of cash flows for the years ended December 31, 2025 and 2024: Year Ended December 31, (in thousands) 2025 2024 Net cash used in operating activities $ (32,793) $ (50,830) Net cash (used in) provided by investing activities (1,068) 28,559 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 Used in Operating Activities Net cash used in operating activities for the year ended December 31, 2025 was $32.8 million.
We have approached the problem of PET closure production differently, including with novel applications of thermoforming and slit and fold technologies, as well as key proprietary design elements. Our solution does not entail the use of custom polymers.
We have approached the problem of PET closure production with novel applications of thermoforming and slit and fold technologies, as well as key proprietary design elements, and other innovations. Our solution does not entail the use of custom polymers. As a result, we believe our PET closure is the first capable of commercial viability.
We expect that our general and administrative expenses will continue to increase as we develop our PET closures business, increase our spending on strategic partnerships, increase our sales and marketing activities, produce materials and operate as a public company.
We expect that our general and administrative expenses will increase as we develop our PET closures business, increase spending on strategic partnerships, increase sales and marketing activities, produce materials, and operate as a public company. There is no guarantee when, if ever, we will become profitable.
Income Tax (Expenses) Benefits Our income tax (provision) benefit consist of an estimate for U.S. federal, state, and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law.
We measure the fair value at each reporting period. Income Tax Provision Our income tax provision consists of an estimate for U.S. federal, state, and foreign income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law.
As a result, we are going to market with what we believe is the first commercially viable PET closure. 41 Our PET closures can enable our customers to fulfill sustainability and performance objectives including lighter packaging weights, increased recycled content, enhanced container recyclability, and improved product shelf life due to the superior gas barrier properties of PET compared with HDPE and polypropylene.
Our PET closures can enable our customers to fulfill sustainability and performance objectives including lighter packaging weights, increased recycled content, enhanced container recyclability, and improved product shelf life due to the superior gas barrier properties of PET compared with HDPE and polypropylene.
Since September 2024, our CapFormer System has produced caps for commercial qualification and has been delivered to our operations and manufacturing center in Reed City, Michigan, where it commenced commercial production in February 2025. We anticipate bringing online additional CapFormer Systems as part of our scale-up strategy.
Since September 2024, our CapFormer System has produced caps for commercial qualification and has been delivered to our operations and manufacturing center in Reed City, Michigan, where it commenced production in February 2025.
Cash Provided by Investing Activities Net cash provided by investing activities was $28.6 million for the year ended December 31, 2024, compared to net cash provided by investing activities of $26.2 million over the same period in 2023.
Cash (Used in) Provided by Investing Activities Net cash used in investing activities was $1.1 million for the year ended December 31, 2025, compared to net cash provided by investing activities of $28.6 million in 2024.
The outstanding principal of $2.0 million at December 31, 2024 was recorded in notes payable, short-term and less than $0.1 million accrued interest outstanding was recorded in other liabilities, current. At December 31, 2023, the total amount outstanding was $5.1 million and accrued interest outstanding was $0.6 million recorded in other liabilities, long-term.
At December 31, 2025 the total note principal outstanding balance was $1.7 million in notes payable, short-term, and unpaid accrued interest of less than $0.1 million was recorded in other liabilities, current.
We have released the valuation allowance previously recorded against some of the foreign net deferred tax assets as we believe it is more likely than not they will be recovered. 43 Results of Operations Comparison of the years ended December 31, 2024 and 2023 The following table summarizes our results of operations with respect to the items set forth in such table for the years ended December 31, 2024 and 2023 together with the change in such items in dollars and as a percentage.
We maintain a valuation allowance against the full value of our U.S. federal, state and foreign net deferred tax assets because we believe the recoverability of the tax assets is not more likely than not. 50 Results of Operations Comparison of the years ended December 31, 2025 and 2024 The following table summarizes our results of operations with respect to the items set forth in such table for the years ended December 31, 2025 and 2024 together with the change in such items in dollars and as a percentage.
The aggregate loss related to the change in fair values decreased $74.2 million. The decrease related to the change in fair value of earnout liability of $41.7 million is the result of the revaluation of the earnout liability with the fair value of such liability increasing during the year ended December 31, 2024 as compared to decreasing in 2023.
The increase in the gain related to the change in fair value of earnout liability of $3.2 million is the result of the revaluation of the earnout liability with the fair value of such liability decreasing significantly in the year ended December 31, 2025 as compared to increasing the fair value of liability during 2024.
These adjustments were partially offset by the $3.4 million increase in accounts receivable and other receivables, $4.8 million increase in other long-term assets, and $3.6 million decrease in accrued expenses. Net cash used in operating activities for the year ended December 31, 2023 was $60.4 million.
These adjustments were partially offset by the $3.4 million increase in accounts receivable and other receivables, $4.8 million increase in other long-term assets, and $3.6 million decrease in accrued expenses.
Treasury money market funds and our marketable securities are primarily U.S. government and agency securities, corporate bonds, asset-backed securities, foreign government and agency securities, and municipal bonds. We began generating revenue from our business operations in 2023.
Our cash equivalents are invested primarily in U.S. Treasury money market funds and our marketable securities are primarily U.S. government and agency securities, corporate bonds, asset-backed securities, foreign government and agency securities, and municipal bonds.
As of December 31, 2023, we had liability balances consisting of $3.5 million notes payable, long-term, $1.7 million notes payable, short-term, $0.8 million unpaid accrued interest recorded in other liabilities, current, $5.7 million other liabilities, long-term with unpaid accrued interest and a $2.5 million customer prepayment recorded in other liabilities, long-term.
Additionally, as of December 31, 2025, we had liability balances consisting of $1.7 million notes payable, short-term, and less than $0.1 million of unpaid accrued interest recorded in other liabilities, current.
Our research and development expenses also include personnel-related costs like stock-based compensation and professional fees. 42 General and Administrative Expenses General and administrative expenses consist primarily of personnel-related costs, including stock-based compensation and professional fees, including, the costs of accounting, audit, legal, regulatory and tax compliance.
We are advancing the practice of thermoforming to meet the performance demands of closures. Our R&D expenses also include personnel-related costs like stock-based compensation and professional fees. General and Administrative Expenses General and administrative expenses consist primarily of personnel-related costs, including stock-based compensation and professional fees, including, the costs of accounting, audit, legal, regulatory and tax compliance.
As a result, we expect that the financial results we report for periods after we begin commercial operations will not be comparable to the financial results included in this Annual Report.
As a result, we expect our future results to be sensitive to foreign currency transaction and translation risks and other financial risks that are not reflected in our historical financial statements. The financial results we report for periods after we begin commercial operations will therefore not be comparable to the financial results included in this Annual Report.
We generally procure, will produce, and sell product to be utilized in the manufacturing of finished products, for which we recognize revenue upon shipment. Our service contracts generally pay us at the commencement of the agreement and then at additional intervals as outlined in each contract. We recognize revenue as we satisfy the related performance obligations.
Our service contracts generally pay us at the commencement of the agreement and then at additional intervals as outlined in each contract. We recognize revenue as we satisfy the related performance obligations. Cost of Revenues Cost of revenues for product sales consists primarily of cost associated with the purchase of finished goods.
For additional information regarding this repayment, see Note 7 “Notes Payable” to the consolidated financial statements in Item 8 of this Annual Report. • We amended the agreement with another customer in February 2024 to provide for repayment in three installments.
For additional information regarding this repayment, see Note 7 “Notes Payable” to the consolidated financial statements in Item 8 of this Annual Report. • We anticipate making monthly payment to repay the Convertible Notes.
Leading food and beverage companies increasingly embrace the vision of the circular economy, which seeks to minimize waste and keep valuable materials in circulation. Our PET closures offer clear value propositions for companies competing in this environment. We believe demand for our PET closures is likely to continue to exceed supply for the foreseeable future.
For leading food and beverage companies that have embraced the vision of the circular economy, to minimize waste and keep valuable materials in circulation, our PET closures offer clear value propositions.
Cost of Revenues Cost of revenues increased $7.3 million, or 31%, during the year ended December 31, 2024 compared to 2023. The increase is primarily attributable to the purchases associated with our supply chain activation program. Research and Development Expenses Research and development expenses decreased $2.8 million, or (13)%, during the year ended December 31, 2024 compared to 2023.
Cost of Revenues Cost of revenues decreased $12.5 million, or 40%, during the year ended December 31, 2025 compared to 2024. The decrease is primarily attributable to the decrease in revenue associated with our supply chain activation program.
The increase is driven by the tax on income generated by the Canadian entities as a result of the establishment of intercompany transfer pricing. Non-GAAP Measures To provide investors with additional information in connection with our results as determined in accordance with U.S. GAAP, we disclose Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) as a non-GAAP measure.
(see Note 8 “Convertible Notes” to the consolidated financial statements in Item 8 of this Annual Report for additional details) Non-GAAP Measures To provide investors with additional information in connection with our results as determined in accordance with U.S. GAAP, we disclose Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) as a non-GAAP measure.
While we believe that the assumptions and estimates utilized were appropriate based on the information available to management, different assumptions, judgments and estimates could materially affect our impairment assessments for our long-lived assets. Therefore, we consider this to be a critical accounting estimate.
The Company recognized an impairment charge of $134.5 million as the estimated fair value was less than the carrying amount of the asset group. While we believe that the assumptions and estimates utilized were appropriate based on the information available to management, different assumptions, judgments and estimates could materially affect our impairment assessments for our long-lived assets.
In February 2025, we announced that three new CapFormer lines were nearing completion, with eight total lines expected by December 2025. In addition to our closures business, we have developed a number of technologies related to furanics, a class of chemicals with properties enabling the production of widespread and valuable materials, like plastics.
In addition to our closures business, we developed a number of technologies related to furanics, a class of chemicals with properties enabling the production of widespread and valuable materials, like plastics. To minimize ongoing costs, in February 2026, we indefinitely suspended investment in our furanics technology together with plant operations.
The increase is primarily driven by the operation costs related to Origin 1 including $2.3 million increase in equipment, maintenance and repairs, $2.1 million increase in insurance and facilities, $2.0 million increase in payroll expenses and $1.1 million increase in stock-based compensation, partially offset by a $3.0 million decrease in professional fees.
The decrease is primarily driven by a $2.4 million decrease in equipment, maintenance and repairs, partially offset by a $2.3 million increase in legal and professional fees, and a $1.3 million increase in insurance and facilities expenses. Investment Income Investment income decreased $2.8 million, or 41%, during the year ended December 31, 2025 compared to 2024.
The increase is mainly driven by the completion of Origin 1 during the fourth quarter of 2023. Impairment of Assets Impairment of assets increased $15.2 million, or 100%, during the year ended December 31, 2024 compared to 2023.
The decrease is mainly driven by the decline in the marketable securities balances. Impairment of Assets Impairment of assets increased $180.4 million, or 1183%, during the year ended December 31, 2025 compared to 2024.
Reconciliation of GAAP net loss to non-GAAP adjusted EBITDA Year ended December 31, (in thousands) 2024 2023 Net (loss) income $ (83,697) $ 23,798 Stock-based compensation (1) 10,080 9,400 Depreciation and amortization 10,715 3,363 Impairment of assets 15,246 — Investment income (6,783) (6,303) Interest expenses 371 131 Gain in fair value of derivatives (290) (69) Loss (gain) in fair value of common stock warrants liability 3,225 (29,531) Loss (gain) in fair value of earnout liability 703 (40,983) Other expenses (income), net 939 (838) Income tax provision (benefit) 669 (1,087) Cash severance (1) 455 484 Adjusted EBITDA $ (48,367) $ (41,635) (1) Please see Note 12- “Stockholder's Equity” to the consolidated financial statements in Item 8 of this Annual Report for further details.
Reconciliation of GAAP net loss to non-GAAP adjusted EBITDA Year Ended December 31, (in thousands) 2025 2024 Net loss $ (249,698) $ (83,697) Stock-based compensation 8,914 10,080 Depreciation and amortization 11,175 10,715 Impairment of assets 195,636 15,246 Investment income (4,014) (6,783) Interest expenses 123 371 Loss (gain) in fair value of derivatives 15 (290) (Gain) loss in fair value of common stock warrants liability (4,399) 3,225 (Gain) loss in fair value of earnout liability (2,462) 703 Gain in fair value of convertible notes (5) — Other expenses, net 726 939 Income tax provision 621 669 Cash severance — 455 Adjusted EBITDA $ (43,368) $ (48,367) Liquidity and Capital Resources Sources of Liquidity As of December 31, 2025, we had $53.5 million in cash, cash equivalents, and marketable securities.
In addition, several companies have announced products that may compete with our PET closures and biomass-derived chemicals and materials. These market dynamics, which we expect will continue into the foreseeable future, have and may continue to impact our business and financial results, including costs and revenues. Historically, demand for PET closures has been strong.
See Part I, Item 1A - Risk Factors under the heading “Risks Related to Our Operations and Industry” for 48 additional information. These market dynamics have impacted and may continue to impact our business and financial results, including costs and revenues, and we expect them to continue for the foreseeable future. Historically, demand for PET closures has been strong.
At December 31, 2023, the outstanding note principal balance was $5.2 million of which $3.5 million was included in notes payable, long-term and $1.7 million was included in notes payable, short-term and the outstanding accrued interest of $0.8 million was included in other liabilities, current. 47 In November 2016, Legacy Origin received a $5.0 million prepayment from a legacy stockholder for product from Origin 1 pursuant to an Offtake Agreement.
We received partial equipment as of December 31, 2025 and recorded the total outstanding principal of $7.2 million, of which $2.8 million was recorded in notes payable, short-term and $4.4 million was recorded in notes payable, long-term with $0.1 million accrued interest outstanding was recorded in other liabilities, current.
Cash Provided by Financing Activities Net cash provided by financing activities was $3.6 million for the year ended December 31, 2024, compared to net cash provided by financing activities of $0.1 million over the same period in 2023.
These adjustments were partially offset by the increase in net sales of marketable securities of $74.9 million and the proceeds from land held for sale of $2.1 million. 55 Cash Provided by Financing Activities Net cash provided by financing activities was $10.7 million for the year ended December 31, 2025, compared to net cash provided by financing activities of $3.6 million in 2024.
The change was primarily related to the decrease in license prepayment of $7.9 million and decrease in purchases of property, plant and equipment of $93.2 million due to the completion of Origin 1 during the fourth quarter of 2023.
The change was primarily related to the increase in purchases of property, plant and equipment of $21.3 million and the decrease in maturities of marketable securities of $85.7 million.
Year Ended December 31, (in thousands) 2024 2023 Variance $ Variance % Revenues: Products $ 31,279 $ 23,896 $ 7,383 31 % Services 3 4,909 (4,906) (100) % Total revenues 31,282 28,805 2,477 9 % Cost of revenues (exclusive of depreciation and amortization shown separately below) 30,864 23,591 7,273 31 % Operating expenses: Research and development 18,554 21,351 (2,797) (13) % General and administrative 40,766 35,382 5,384 15 % Depreciation and amortization 10,715 3,363 7,352 219 % Impairment of assets 15,246 — 15,246 100 % Total operating expenses 85,281 60,096 25,185 42 % Loss from operations (84,863) (54,882) (29,981) 55 % Other income (expenses): Investment income 6,783 6,303 480 8 % Interest expenses (371) (131) (240) 183 % Gain in fair value of derivatives 290 69 221 320 % (Loss) gain in fair value of common stock warrants liability (3,225) 29,531 (32,756) (111) % (Loss) gain in fair value of earnout liability (703) 40,983 (41,686) (102) % Other (expenses) income, net (939) 838 (1,777) (212) % Total other income, net 1,835 77,593 (75,758) (98) % (Loss) income before income tax (provision) benefit (83,028) 22,711 (105,739) (466) % Income tax (provision) benefit (669) 1,087 (1,756) (162) % Net (loss) income $ (83,697) $ 23,798 $ (107,495) (452) % Revenues Revenues increased $2.5 million, or 9%, during the year ended December 31, 2024 compared to 2023.
Year Ended December 31, (in thousands) 2025 2024 Variance $ Variance % Revenues: Products $ 18,922 $ 31,279 $ (12,357) (40) % Services — 3 (3) (100) % Total revenues 18,922 31,282 (12,360) (40) % Cost of revenues (exclusive of depreciation and amortization shown separately below) 18,381 30,864 (12,483) (40) % Operating expenses: Research and development 13,749 18,554 (4,805) (26) % General and administrative 39,074 40,766 (1,692) (4) % Depreciation and amortization 11,175 10,715 460 4 % Impairment of assets 195,636 15,246 180,390 1183 % Total operating expenses 259,634 85,281 174,353 204 % Loss from operations (259,093) (84,863) (174,230) 205 % Other income (expenses): Investment income 4,014 6,783 (2,769) (41) % Interest expenses (123) (371) 248 (67) % (Loss) gain in fair value of derivatives (15) 290 (305) (105) % Gain (loss) in fair value of common stock warrants liability 4,399 (3,225) 7,624 (236) % Gain (loss) in fair value of earnout liability 2,462 (703) 3,165 (450) % Gain in fair value of convertible notes 5 — 5 100 % Other expenses, net (726) (939) 213 (23) % Total other income, net 10,016 1,835 8,180 446 % Loss before income tax provision (249,077) (83,028) (166,050) 200 % Income tax provision (621) (669) 48 (7) % Net loss $ (249,698) $ (83,697) $ (166,001) 198 % Revenues Revenues decreased $12.4 million, or 40%, during the year ended December 31, 2025 compared to 2024.
The changes are mainly attributable to $1.1 million decrease in insurance and facilities expenses as Origin 1 is currently operating “on demand” with reduced staffing, $0.9 million payroll reduction related to the reduction in force in September 2024, $0.1 million decrease in stock-based compensation, $0.2 million decrease in professional fees, and $0.2 million decrease in software and licenses fees. 44 General and Administrative Expenses General and administrative expenses increased $5.4 million, or 15%, during the year ended December 31, 2024 compared to 2023.
The decrease is mainly attributable to a $2.2 million decrease in insurance and facilities expenses as Origin 1 is paused for plant operations, and a $2.8 million decrease in payroll expenses. 51 General and Administrative Expenses General and administrative expenses decreased $1.7 million, or 4%, during the year ended December 31, 2025 compared to 2024.
Other (Expenses) Income, Net Other (expenses) income, net increased $1.8 million, or (212)%, from other expenses of $0.9 million during the year ended December 31, 2024 compared to other income of $0.8 million in 2023.
Research and Development Expenses Research and development expenses decreased $4.8 million, or 26%, during the year ended December 31, 2025 compared to 2024.
These adjustments were partially offset by additions for non-cash charges of $9.4 million for stock-based compensation and $3.4 million for depreciation and amortization, as well as $5.9 million for the increase in accrued expenses.
Non-cash expenses recognized that were added back to the net loss of $249.7 million include $195.6 million impairment loss, $11.2 million depreciation and amortization, and $8.9 million stock-based compensation, which was partially offset by $4.4 million change in fair value of common stock warrants liability and $2.5 million change in fair value of earnout liability.
Critical Accounting Policies and Estimates Our financial statements have been prepared in accordance with U.S. GAAP.
The monthly repayment started in December 1, 2025 and the first repayment was made in January 2026. • Lastly, we expect to need substantial external funding, in addition to our available cash, cash equivalents, and marketable securities, to fund our ongoing operating losses. Critical Accounting Policies and Estimates Our financial statements have been prepared in accordance with U.S. GAAP.
When impairment indicators are identified, we test for impairment using undiscounted projected cash flows or the estimated fair value based on the best information available. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about future operating performance, growth rates and other factors.
When impairment indicators are identified, the determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset group and its eventual disposition or its estimated fair value.
Removed
Our furanics technologies include our furanics platform for transforming carbon into sustainable materials for a wide range of end products capable of addressing an estimated $1 trillion market opportunity, including food and beverage packaging, clothing, textiles, plastics, car parts, carpeting, tires, adhesives, soil amendments, and fuels.
Added
Our second Origin CapFormer System completed its Site Acceptance Testing (“SAT”) at Reed City facility in October 2025 with the third and fourth Systems, and our first extruder, completing their FATs in September 2025 with SATs to follow. Our scale-up strategy entails six CapFormer lines procured and projected to be installed by the end of 2026.
Removed
Our PET closures and technologies for producing them reflect our mission to enable the world's transition to sustainable materials, as well as our polymer expertise and platform development capability. We are going to market with what we believe is the first commercially viable PET closure.
Added
See Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements in Item 8 of this Annual Report for additional details related to impairment of long-lived assets. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report.
Removed
We anticipate that our PET closure solutions can be transformative for packaging by designing for recycling circularity and improving the performance and sustainability of packaging. Our product candidate for markets include the PCO 1881 compliant PET closure and a tethered PET closure designed to comply with European cap tethering mandates and keep caps connected to bottles.
Added
Going Concern Based on our liquidity positions as of December 31, 2025, including $53.5 million in cash, cash equivalents, and marketable securities, and our operating plan, including the planned purchase of equipment to scale up our PET closures business, we expect to continue to incur net losses and negative cash flows from operating activities for the foreseeable future.
Removed
These include our proprietary technology for transforming biomass, or plant-based carbon, into versatile intermediate chemicals. These intermediate chemicals include CMF and HTC, which we collectively refer to as Furanic Intermediates, as well as oils and extractives and other co-products.
Added
Management consequently has determined there is substantial doubt about our ability to continue as a going concern for a period of twelve months from the date the consolidated financial statements contained in this Annual Report are issued.
Removed
We believe that products made using our furanics technology at sufficient scale and maturity can compete directly with petroleum-derived products on both performance and price while being sustainable and lowering the carbon footprint. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report.
Added
While we have made significant strides in commercializing our PET closures, including a limited pilot launch of a still water product in August 2025, substantial additional development work may be necessary to make our closures commercially ready for more demanding applications, such as pressurized water or carbonated soft drinks, and for our prospective customers to consider purchasing closures in the volumes necessary to sustain our business.
Removed
Our commercial strategy will focus on increasing PET closure production capacity and expanding our PET closure technology into new product types and packaging markets including food and home goods. Product development continues to progress quickly as we engage with technical, strategic, and supply chain partners.
Added
We will require a large amount of financing, in addition to our cash on hand, to complete this development work, operate our business, meet obligations as they become due, and continue to build out our manufacturing capability. Our inability to raise additional capital when required will harm our business, financial condition, and results of operations.
Removed
Key Factors and Trends Affecting Our Operating Results We are in the early stages of generating revenue. We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and under “Risk Factors ” appearing elsewhere in this Annual Report.
Added
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. 47 We believe our uncertain development timeline limits our ability to raise the necessary financing from strategic partners, while our market capitalization and stock price severely constrain our access to equity capital.
Removed
Upon commencement of commercial operations, we expect to expand our operations substantially, including in the United States and Canada, and as a result, we expect our future results to be sensitive to foreign currency transaction and translation risks and other financial risks that are not reflected in our historical financial statements.

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