Origin Materials, Inc. 8-K

What Happened
Origin Materials, Inc. announced on December 22, 2025 that it entered into an Amendment to its Securities Purchase Agreement and Note (original SPA dated November 13, 2025) with an institutional purchaser. The Amendment modifies the agreement for the issuance of senior secured convertible notes and obligates the purchaser to buy additional Notes in future closings totaling up to $83.3 million, in tranches of up to $25.0 million each, at the company’s request and subject to certain conditions. The Amendment also permits Origin Materials to guarantee certain obligations of its subsidiaries related to permitted indebtedness and sale‑leaseback transactions.

Key Details

• Amendment date: December 22, 2025; original Securities Purchase Agreement dated November 13, 2025.
• Financing available: up to $83.3 million of additional senior secured convertible notes.
• Tranche size: up to $25.0 million in aggregate principal amount per tranche, subject to conditions.
• Corporate change: Amendment allows the Company to guaranty subsidiary obligations tied to permitted indebtedness and sale‑leaseback transactions.
• Filing: Amendment is filed as Exhibit 10.1 to the Form 8‑K; report signed by CFO/COO Matt Plavan.

Why It Matters
This amendment increases the company’s potential access to financing (up to $83.3M) under the convertible note facility, which can provide liquidity for operations or projects if the closing conditions are met. Because the notes are senior and secured, they affect the company’s debt profile and creditor priority; because they are convertible, they also carry the potential for equity dilution if converted. Investors should note that the availability of funds is conditional and provided in tranches, and the company can now legally guarantee certain subsidiary obligations, which may affect consolidated liabilities.