SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2024
Origin Materials, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
930 Riverside Parkway, Suite 10
West Sacramento, CA
|(Address of principal executive offices)
Registrant’s telephone number, including area code: +1 (916) 231-9329
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.0001 per share
The NASDAQ Capital Market
|Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
The NASDAQ Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 4, 2024, Origin Materials, Inc. received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market notifying Origin that for the last 30 consecutive business days the bid price of Origin’s common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of Nasdaq listing rule 5450(a)(1).
The notification received has no immediate effect on the listing of Origin’s common stock on Nasdaq. In accordance with listing rule 5810(c)(3)(A), Origin has 180 calendar days, or until July 2, 2024, to regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of Origin’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days (or such longer period of time as the Nasdaq staff may require in some circumstances, but generally not more than 20 consecutive business days) before July 2, 2024.
If Origin’s common stock does not achieve compliance by July 2, 2024, Origin may be eligible for an additional 180-day period to regain compliance if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that Origin will not be able to cure the deficiency, or if Origin does not meet the other listing standards, Nasdaq could provide notice that Origin’s common stock will become subject to delisting. In the event Origin receives notice that its common stock is being delisted, Nasdaq rules permit Origin to appeal any delisting determination by the Nasdaq staff to a Hearings Panel.
Origin currently meets the continued listing requirement for market value of publicly held shares and all other initial listing standards of The Nasdaq Capital Market, with the exception of the bid price requirement. Origin intends to actively monitor the closing bid price of its common stock between now and July 2, 2024, and is presently evaluating potential actions to regain compliance with all applicable requirements for continued listing on the Nasdaq Capital Market. There can be no assurance that the Company will be successful in maintaining its listing of its common stock on the Nasdaq Capital Market.
Forward Looking Statement
Statements contained in this current report regarding matters that may occur in the future are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements in this current report regarding any potential impact of the reported Nasdaq notification on the listing of the Company’s common stock or the regaining of compliance with the Nasdaq listing rules. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. In particular, the Company’s ability to comply with the other Nasdaq listing rules, among other factors, could cause results to differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statement in this current report, except as required by law.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORIGIN MATERIALS, INC.
|Dated: January 5, 2024
/S/ Matt Plavan
|Chief Financial Officer