As filed with the U.S. Securities and Exchange Commission on May 9, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORIGIN MATERIALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 87-1388928 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
930 Riverside Parkway, Suite 10
West Sacramento, CA 95605
(916) 231-9329
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
Origin Materials, Inc. 2021 Equity Incentive Plan
Origin Materials, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
John Bissell and Rich Riley
Co-Chief Executive Officers
Origin Materials, Inc.
930 Riverside Parkway, Suite 10
West Sacramento, CA 95605
(916) 231-9329
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Joshua C. Lee, Esq. | John T. McKenna, Esq. | ||||
| General Counsel | Peter H. Werner, Esq. | ||||
| Origin Materials, Inc. | Cooley LLP | ||||
| 930 Riverside Parkway, Suite 10 | 3 Embarcadero Center, 20th Floor | ||||
| West Sacramento, CA 95605 | San Francisco, CA 94111 | ||||
| (916) 231-9329 | (415) 693-2000 | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer | ||||
Non-accelerated filer | Smaller reporting company | ||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Origin Materials, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering (i) 9,378,902 additional shares of its common stock, par value $0.0001 per share under the Origin Materials, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2022, and (ii) 1,875,780 additional shares of its common stock under the Origin Materials, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and together with the 2021 Plan, the “Plans”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its common stock for issuance under the Plans on a Registration Statement on Form S-8 filed with the Commission on August 30, 2021 (File No. 333-259147) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s Annual Report on Form 10-K (File No. 001-39378) for the fiscal year ended December 31, 2021 filed with the SEC on March 1, 2022.
(b) The Registrant’s Quarterly Report on Form 10-Q (File No. 001-39378) for the fiscal quarter ended March 31, 2022 filed with the SEC on May 9, 2022.
(c) The description of the Registrant’s common stock which is contained in a Registration Statement on Form 8-A filed on July 9, 2020 (File No. 001-39378) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.5 of the 2021 10-K.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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ITEM 8. EXHIBITS
| Exhibit Number | Incorporated by Reference | ||||||||||||||||
| Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||
| 4.1 | 8-K | 001-39378 | 3.3 | July 1, 2021 | |||||||||||||
| 4.2 | 8-K | 001-39378 | 3.2 | June 29, 2021 | |||||||||||||
| 4.3 | S-4/A | 333-254012 | 4.5 | May 25, 2021 | |||||||||||||
| 5.1* | |||||||||||||||||
| 23.1* | |||||||||||||||||
| 23.2* | |||||||||||||||||
| 24.1* | |||||||||||||||||
| 99.1 | 8-K | 001-39378 | 10.12 | July 1, 2021 | |||||||||||||
| 99.2 | S-1 | 333-257931 | 10.13 | July 15, 2021 | |||||||||||||
| 99.3 | 8-K | 001-39378 | 10.14 | July 1, 2021 | |||||||||||||
| 107* | |||||||||||||||||
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Sacramento, State of California, on this 9th day of May, 2022.
ORIGIN MATERIALS, INC. | ||||||||
| By: | /s/ John Bissell | |||||||
| John Bissell | ||||||||
| Co-Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Bissell, Rich Riley, Nate Whaley, and Joshua Lee, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | Title | Date | ||||||
| /s/ John Bissell | Co-Chief Executive Officer and Director | May 9, 2022 | ||||||
| John Bissell | (Co-Principal Executive Officer) | |||||||
| /s/ Rich Riley | Co-Chief Executive Officer and Director | May 9, 2022 | ||||||
| Rich Riley | (Co-Principal Executive Officer) | |||||||
| /s/ Nate Whaley | Chief Financial Officer (Principal Financial | May 9, 2022 | ||||||
| Nate Whaley | Officer and Principal Accounting Officer) | |||||||
| /s/ Karen Richardson | Chair of the Board | May 9, 2022 | ||||||
| Karen Richardson | ||||||||
/s/ Pia Heidenmark Cook | Director | May 9, 2022 | ||||||
| Pia Heidenmark Cook | ||||||||
| /s/ Benno O. Dorer | Director | May 9, 2022 | ||||||
| Benno O. Dorer | ||||||||
| /s/ Charles Drucker | Director | May 9, 2022 | ||||||
| Charles Drucker | ||||||||
/s/ Kathleen B. Fish | Director | May 9, 2022 | ||||||
| Kathleen B. Fish | ||||||||
| /s/ William Harvey | Director | May 9, 2022 | ||||||
| William Harvey | ||||||||
| /s/ Boon Sim | Director | May 9, 2022 | ||||||
| Boon Sim | ||||||||
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Exhibit 107
Calculation of Filing Fee Table
Form S-8 (Form Type)
Origin Materials, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
Equity | 2021 Equity Incentive Plan Common Stock, $0.0001 par value per share | 457(c) and 457(h)(2) | 9,378,902(3) | 6.32(2) | 59,274,661 | .0000927 | 5,495 | ||||||||||||||||
Equity | 2021 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share | 457(c) and 457(h)(4) | 1,875,780(5) | 5.37(4) | 10,076,690 | .0000927 | 934 | ||||||||||||||||
Total Offering Amounts | 69,351,351 | 6,429 | |||||||||||||||||||||
Total Fees Previously Paid | — | ||||||||||||||||||||||
Total Fee Offsets | —(6) | ||||||||||||||||||||||
Net Fee Due | 6,429 | ||||||||||||||||||||||
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of Origin Materials, Inc. (the “Registrant”) that become issuable under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and 457(c) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated using the average of the high and low prices of the common stock as reported on the Nasdaq Capital Market on May 6, 2022.
(3)Represents an automatic annual increase equal to 5% of the total number of shares of the Registrant’s fully-diluted capital stock outstanding on December 31st of the preceding fiscal year, which annual increase is provided by the 2021 Plan.
(4)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and 457(c) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated using the average of the high and low prices of the common stock as reported on the Nasdaq Capital Market on May 6, 2022, multiplied by 85%.
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(5)Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding fiscal year, which annual increase is provided by the 2021 ESPP.
(6)The Registrant does not have any fee offsets.
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Exhibit 5.1
John T. McKenna
+1 650 843 5059
jmckenna@cooley.com
+1 650 843 5059
jmckenna@cooley.com
May 9, 2022
Origin Materials, Inc.
930 Riverside Parkway, Suite 10
West Sacramento, CA 95606
Re: Origin Materials, Inc. – Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Origin Materials, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 11,254,682 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), consisting of (a) 9,378,902 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (b) 1,875,780 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “ESPP,” and together with the 2021 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s Certificate of Incorporation and Bylaws, each as currently in effect, (c) the Plans, and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
We note that the Company was initially incorporated under the laws of the Cayman Islands and was domesticated as a corporation in the State of Delaware in accordance with Section 388 of the DGCL (the “Domestication”). We have assumed all matters determinable under the laws of the Cayman Islands, including without limitation that (i) immediately prior to the Domestication, the Company was duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) the Company had full power, authority and legal right to domesticate in the State of Delaware pursuant to Section 388 and to authorize the issuance of its shares prior to the Domestication, (iii) the laws of the Cayman Islands permitted the Company to domesticate in the State of Delaware pursuant to Section 388, (iv) the discontinuation of the Company from the Cayman Islands was duly authorized by all necessary corporate action as provided in its governing documents and was duly effected in accordance with Cayman Islands law, (v) any and all consents, approvals and authorizations from applicable Cayman Island governmental authorities required to authorize and permit the Company to domesticate in the State of Delaware pursuant to Section 388 were obtained, (vi) the approval of the 2021 Plan and the ESPP by the board and shareholders of the Company as a Cayman Islands exempted company prior to the Domestication were done in accordance with the applicable governing documents of the Company and the laws of the Cayman Islands.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM | ||
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: /s/ John T. McKenna
John T. McKenna
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM | ||
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 1, 2022, with respect to the consolidated financial statements of Origin Materials, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2021, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.
/s/ GRANT THORNTON LLP
San Jose, California
May 9, 2022
May 9, 2022