Origin Materials, Inc. 8-K

What Happened

• Origin Materials, Inc. (ORGN) filed an 8-K on July 10, 2026 reporting that on July 7, 2026 it issued one share of Series A Junior Preferred Stock to its General Counsel, Joshua Lee, for $0.01. The share carries a $0.01 liquidation preference, pays no dividends, ranks senior to common stock for liquidation proceeds (and on parity with any future series that are expressly made pari passu), and is non‑transferable without Board consent.
• The Company amended and restated its Amended and Restated Bylaws effective July 6, 2026, lowering the quorum for stockholder meetings from a majority to one‑third (1/3) of voting power and changing certain voting thresholds. In connection with the planned dissolution, five directors (John Bissell, Kathy Fish, John Hickox, Craig Rogerson, and Jim Stephanou) notified the Company they will step down effective July 31, 2026; the departures are not due to any disagreement with the Company.

Key Details

• Issuance date and price: one share of Series A Junior Preferred issued July 7, 2026 for $0.01.
• Liquidation preference: $0.01 payable to the preferred holder before any distribution to common stockholders.
• Transfer restriction: holder may not transfer the share (or any interest) without prior Board consent.
• Bylaw changes (effective July 6, 2026): quorum reduced to holders of 1/3 of voting power; majority vote now governs most non‑director matters; separate class votes require 1/3 quorum.

Why It Matters

• The economic impact of this single preferred share is minimal (one share with a $0.01 preference), but its senior ranking in liquidation and transfer restrictions formalize a specific priority right tied to the planned dissolution process.
• The bylaw amendments lower the shareholder quorum threshold from a majority to one‑third, which can make it easier for the Company or its remaining directors to obtain stockholder approval for actions during the dissolution process.
• The announced resignations of five directors, effective July 31, 2026, indicate the board is advancing its planned dissolution actions. Retail investors should monitor further filings for details on the dissolution timeline, any distributions, and final corporate actions.