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Private company

Origin Materials, Inc.

Origin Materials, Inc. is a technology company.2 It is headquartered in West Sacramento, United States.2

Last updated Oct 21, 2026.

Overview

  • IndustryIndustrial Organic Chemicals2
  • HeadquartersWest Sacramento, United States2
  • Incorporated inDE3
  • Business address930 Riverside Parkway, Suite 10, West Sacramento, Ca 956053
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300VMLEEM8BI4DD652
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 52992332

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Origin is a technology company with a mission to enable the world’s transition to sustainable materials. Our innovations include PET closures for an estimated global closures market opportunity of greater than $65 billion. 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.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-1369.3%Operating margin6
-1319.6%Net margin6
-39.5%Revenue growth, 20256
-239.6%Return on equity6
-$63.0MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development73¢$13.7M
  • Other costs24¢$4.6M
  • Income tax3¢$621.0K

Out of $18.9M in revenue.6 The company lost money this year.

Financial statements

Revenue786$18.9M in 2025
0$10.0M$20.0M$30.0M$40.0M2022: $0$020222023: $28.8M$28.8M20232024: $31.3M$31.3M2024+9%2025: $18.9M$18.9M2025−40%
Operating income9786-$259.1M in 2025+8454% since 2020
-$300.0M-$200.0M-$100.0M02020: -$3.0M-$3.0M20202022: -$38.9M-$38.9M2022+1186%2023: -$54.9M-$54.9M2023+41%2024: -$84.9M-$84.9M2024+55%2025: -$259.1M-$259.1M2025+205%
Net income10786-$249.7M in 2025+724% since 2020
-$300.0M-$200.0M-$100.0M0$100.0M2020: -$30.3M-$30.3M20202021: $42.1M$42.1M20212022: $78.6M$78.6M2022+87%2023: $23.8M$23.8M2023−70%2024: -$83.7M-$83.7M20242025: -$249.7M-$249.7M2025+198%
Fiscal year2019202020212022202320242025
Revenue$07$28.8M8$31.3M6$18.9M6
Research and development$4.1M10$9.1M10$14.1M7$21.4M8$18.6M6$13.7M6
Operating expenses$26.9M10$38.9M7$60.1M8$85.3M6$259.6M6
Operating income-$3.0M9-$38.9M7-$54.9M8-$84.9M6-$259.1M6
Interest$341.0K10$2.8M10$07$131.0K7
Income before tax$42.1M10$78.6M7$22.7M8-$83.0M6-$249.1M6
Income tax$2.0K14$3.0K10$07-$1.1M8$669.0K6$621.0K6
Net income-$30.3M10$42.1M10$78.6M7$23.8M8-$83.7M6-$249.7M6
Earnings per share-$0.4810$0.4210$0.577$0.178-$17.546-$50.556
Earnings per share (diluted)-$0.4810$0.4010$0.557$0.178-$17.546-$50.556
Shares (weighted, basic)101.2M shares10137.6M shares7139.7M shares84.8M shares64.9M shares6
Shares (weighted, diluted)106.2M shares10142.1M shares7142.7M shares84.8M shares64.9M shares6

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Corporate structure

Origin Materials, Inc. sits at the top of its group. 11 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Origin Materials, Inc.

  • Goldman Sachs Filed SCHEDULE 13G/A on Origin Materials, Inc., latest Aug 13, 2026 (2 filings since May 14, 2026)
  • Ayrton Capital LLC Filed SCHEDULE 13G on Origin Materials, Inc., latest Feb 11, 2026
  • Lior I. Amram Filed SCHEDULE 13G/A on Origin Materials, Inc., latest Feb 7, 2025 (3 filings since Feb 6, 2023)
  • BlackRock Filed SC 13G/A on Origin Materials, Inc., latest Jul 8, 2024 (3 filings since Feb 3, 2023)
  • BNP Paribas Asset Management UK Ltd Filed SC 13G/A on Origin Materials, Inc., latest Jan 31, 2023 (2 filings since Jan 31, 2022)
  • CITADEL ADVISORS LLC Filed SC 13G/A on Origin Materials, Inc., latest Feb 14, 2022
  • INTEGRATED CORE STRATEGIES (US) LLC Filed SC 13G/A on Origin Materials, Inc., latest Feb 8, 2022
  • Origin Materials, Inc. West Sacramento, California, United States
    • Origin Closures Holding, LLC Subsidiary · Delaware, United States
    • Origin Closures IP, LLC Subsidiary · Delaware, United States
    • Origin Closures, LLC Subsidiary · Delaware, United States
    • Origin Materials Canada Holding Limited Subsidiary · Canada
    • Origin Materials Canada Pioneer Limited Subsidiary · Canada
    • Origin Materials Canada Polyesters Limited Subsidiary · Canada
    • Origin Materials Canada Research Limited Subsidiary · Canada
    • Origin Materials Operating, Inc Subsidiary · Delaware, United States
    • Origin US Megasite 1, LLC Subsidiary · Delaware, United States
    • Origin US Megasite Holding, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Origin Materials, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Construction in progress$44.1M6 Dec 31, 2025$40.3M6 Dec 31, 2024+9.3%
Property and equipment, before depreciation$57.4M6 Dec 31, 2025$180.9M6 Dec 31, 2024−68.3%
Accumulated depreciation$28.7M6 Dec 31, 2025$17.3M6 Dec 31, 2024+65.3%
Property and equipment, net$72.9M6 Dec 31, 2025$203.9M6 Dec 31, 2024−64.3%
Operating-lease assets (leased space)$3.1M6 Dec 31, 2025$3.7M6 Dec 31, 2024−15.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$32.9M6 Dec 31, 2025$56.3M6 Dec 31, 2024−41.5%
Marketable securities, current$20.5M6 Dec 31, 2025$46.6M6 Dec 31, 2024−55.9%
Debt securities available for sale$20.5M6 Dec 31, 2025$46.6M6 Dec 31, 2024−55.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$32.0K6 Dec 31, 2025$73.0K6 Dec 31, 2024−56.2%
Accumulated amortization$335.0K6 Dec 31, 2025$308.0K6 Dec 31, 2024+8.8%
Finite-lived intangibles, net$32.0K6 Dec 31, 2025$73.0K6 Dec 31, 2024−56.2%
Patents, net$367.0K6 Dec 31, 2025$381.0K6 Dec 31, 2024−3.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$684.0K6 Dec 31, 2025$866.0K6 Dec 31, 2024−21.0%
Raw materials$594.0K6 Dec 31, 2025$06 Dec 31, 2024
Finished goods$49.0K6 Dec 31, 2025$827.0K6 Dec 31, 2024−94.1%

Properties, in its own words

Our corporate headquarters, pilot-scale plant and research and development laboratories are located in West Sacramento, California, where we occupy approximately 41,443 square feet of office, plant and laboratory space. Our leases for this facility will expire on December 31, 2033. We believe that the facility that we currently lease is adequate for our needs for the immediate future and that, should it be necessary, we can lease additional space to accommodate any future growth.

We also own a production facility in Sarnia, Ontario, Canada. This facility, Origin 1, is on approximately two acres of land and contains a construction trailer complete with approximately 5,402 square feet of office space. The land is owned by our wholly owned subsidiary, Origin Materials Canada Pioneer Limited and the offices are leased by our wholly owned subsidiary, Origin Materials Canada Polyesters Limited.

The rest of Item 2

We 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. 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 2 of the 10-K filed Mar 30, 2026.5

Leadership

Who has led Origin Materials, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Boon Sim2020
  2. John Bissell2021–now
  3. Richard J. Riley2021–now

Chair

  1. Charles Drucker2020–2021

President

  1. John Bissell2021

Chief financial officer

  1. Boon Sim2020
  2. Nathan S. Whaley2021–2023
  3. Pamela Haley2023
  4. Matthew T. Plavan2023–now

Chief operating officer

  1. Matthew T. Plavan2024–now
2025
Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Origin Closures Holding, LLC Delaware4
  • Origin Closures IP, LLC Delaware4
  • Origin Closures, LLC Delaware4
  • Origin Materials Canada Holding Limited Canada4
  • Origin Materials Canada Pioneer Limited Canada4
  • Origin Materials Canada Polyesters Limited Canada4
  • Origin Materials Canada Research Limited Canada4
  • Origin Materials Operating, Inc Delaware4
  • Origin US Megasite 1, LLC Delaware4
  • Origin US Megasite Holding, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Artius Acquisition Inc.Feb 12, 2020 to Jun 25, 20213

Timeline

  1. Jul 10, 20268-K Unregistered sale of shares; Change to shareholders' rights; Executive or director change37
  2. Jul 2, 20268-K Shareholder vote38
  3. May 1, 20268-K Exit or restructuring costs; Executive or director change39
  4. Mar 27, 20268-K Results of operations40
  5. Mar 19, 20268-K Bylaws or fiscal year changed41
  6. Mar 10, 20268-K Other events42
  7. Feb 18, 20268-K Shareholder vote43
  8. Feb 12, 20268-K Exit or restructuring costs; Regulation FD disclosure44
  9. Dec 23, 20258-K Entered a material agreement45
  10. Dec 11, 20258-K Bylaws or fiscal year changed46
  11. Dec 9, 20258-K Other events47
  12. Nov 17, 20258-K Entered a material agreement; New debt or obligation48
  13. Jun 29, 2021New chief executive Richard J. Riley becomes CEO16
  14. Jun 29, 2021New chief executive John Bissell becomes CEO15
  15. Jun 24, 2021Founded Origin Materials, Inc. is founded2
  16. Jul 13, 2020New chief executive Boon Sim becomes CEO17

Calendar

When it reported results

  1. Mar 27, 2026Reported quarterly or annual results40
  2. Nov 13, 2025Reported quarterly or annual results49
  3. Aug 14, 2025Reported quarterly or annual results50
  4. May 15, 2025Reported quarterly or annual results51
  5. Mar 13, 2025Reported quarterly or annual results52
  6. Nov 14, 2024Reported quarterly or annual results53
  7. Aug 14, 2024Reported quarterly or annual results54
  8. May 14, 2024Reported quarterly or annual results55

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

350 filings to the SEC since October 2021: 7 annual reports, 14 quarterly reports, 56 major events, 175 insider forms, 13 large holders, 85 other. The latest 20:

  1. Aug 13, 2026SCHEDULE 13G/A EDGAR
  2. Jul 20, 2026DEFM14A EDGAR
  3. Jul 10, 202615-12G EDGAR
  4. Jul 10, 20268-K EDGAR
  5. Jul 10, 2026S-8 POS EDGAR
  6. Jul 10, 2026S-8 POS EDGAR
  7. Jul 10, 2026S-8 POS EDGAR
  8. Jul 10, 2026S-8 POS EDGAR
  9. Jul 10, 2026S-8 POS EDGAR
  10. Jul 10, 2026PREM14A PRE 14A EDGAR
  11. Jul 9, 2026EFFECT EDGAR
  12. Jul 9, 2026EFFECT EDGAR
  13. Jul 6, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 EDGAR
  14. Jul 6, 2026POS AM POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 EDGAR
  15. Jul 2, 20268-K EDGAR
  16. Jun 22, 202625 EDGAR
  17. Jun 15, 2026DEFA14A EDGAR
  18. May 26, 2026DEF 14A EDGAR
  19. May 15, 2026PRE 14A EDGAR
  20. May 14, 2026DEF 14A EDGAR

The 350 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

62 open-market trades by officers, directors and large owners since October 2021: 10 buys and 52 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jan 16, 2026Plavan Matthew TCFO and COOSale12,000$0.20$2.4KForm 4
Dec 29, 2025Bissell JohnCEO and DirectorSale50,000$0.20$10.0KForm 4
Dec 29, 2025Lee Joshua C.GC, Chief Compliance OfficerSale35,000$0.20$7.0KForm 4
Dec 26, 2025Plavan Matthew TCFO and COOSale40,000$0.21$8.4KForm 4
Dec 24, 2025Lee Joshua C.GC, Chief Compliance OfficerSale29,000$0.23$6.7KForm 4
Dec 19, 2025Bissell JohnCEO and DirectorSale45,000$0.27$12.2KForm 4
Dec 16, 2025Lee Joshua C.GC, Chief Compliance OfficerSale18,200$0.36$6.6KForm 4
Nov 3, 2025Plavan Matthew TCFO and COOSale150,000$0.55$82.5KForm 4
Aug 21, 2025Lee Joshua C.GC, Chief Compliance OfficerSale3,860$0.56$2.2KForm 4
Mar 5, 2025Bissell JohnCEO and DirectorSale20,828$0.85$17.7KForm 4
Mar 5, 2025Plavan Matthew TCFO and COOSale9,725$0.86$8.4KForm 4
Mar 5, 2025Lee Joshua C.GC, Chief Compliance OfficerSale10,441$0.85$8.9KForm 4
Jan 2, 2025Lee Joshua C.GC, Chief Compliance OfficerSale1,400$1.20$1.7KForm 4
Dec 27, 2024Plavan Matthew TCFO and COOSale24,500$1.02$25.0KForm 4
Dec 27, 2024Lee Joshua C.GC, Chief Compliance OfficerSale25,000$1.02$25.5KForm 4
Dec 27, 2024Bissell JohnCEO and DirectorSale55,000$1.00$55.0KForm 4
Dec 13, 2024Bissell JohnCEO and DirectorSale36,000$1.14$41.0KForm 4
Dec 13, 2024Lee Joshua C.GC, Chief Compliance OfficerSale47,625$1.08$51.4KForm 4
Nov 20, 2024Riley Richard J.CO-CEO AND DIRECTORBuy300,000$1.00$300.0KForm 4
Nov 14, 2024Lee Joshua C.GC, Chief Compliance OfficerSale8,784$1.24$10.9KForm 4

All 62 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Origin Materials, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROrigin Materials, Inc.1
  • CIK0001802457
  • Employer ID (EIN)87-13889285
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)2860 Industrial Organic Chemicals1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address930 Riverside Parkway, Suite 10, West Sacramento, CA 956051
  • Phone916-231-93291
  • Shares outstanding5,502,770 as of May 8, 202613
  • Public float$69.5M as of Jun 30, 20255
  • AuditorDELOITTE & TOUCHE LLP, Sacramento, California PCAOB ID 34; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 12, 20201
  • Filings482 in all: 4 (170), 8-K (65), 425 (40), 144 (29), 3 (21), 10-Q (18), 4/A (11), DEFA14A (10)1
    All 48 form types

    CORRESP (9), 424B3 (8), EFFECT (8), DEF 14A (7), SC 13G (7), SC 13G/A (7), 10-K (6), UPLOAD (6), S-8 (5), S-8 POS (5), POS AM (4), 10-K/A (3), 8-K/A (3), ARS (3), PRE 14A (3), S-1/A (3), S-4/A (3), 25-NSE (2), S-1 (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), SEC STAFF LETTER (2), 144/A (1), 15-12G (1), 25 (1), 424B4 (1), 424B5 (1), 5 (1), 8-A12B (1), CERT (1), DEFM14A (1), DEFR14A (1), DRS (1), DRSLTR (1), NT 10-Q (1), PREM14A (1), PRER14A (1), S-1MEF (1), S-3 (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) May 14, 2026
    Proxy statement (DEF 14A) May 26, 2026
    Latest 8-K (8-K) Jul 10, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareORGNNasdaq
Warrants, each whole warrant exercisable for 1/30th of a share of Common Stock at an exercise price of $11.50 per shareORGNWNasdaq

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Origin Materials, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 57 risks under these headings, as written.5

  • Risks Related to Our Business
  • There is substantial doubt about our ability to continue as a going concern and we will require significant additional financing, inclusive of the convertible debt financing announced November 2025, to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our operations and future growth.
  • We may not be successful in identifying and implementing any potential strategic alternatives in a timely manner or at all, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders, and any strategic transactions that we may consummate in the future could have negative consequences.
  • We are an early stage company with a history of losses and our future profitability is uncertain.
  • We may not manage growth effectively.
  • Our business plan assumes we can secure substantial additional financing, which may be unavailable on favorable terms, if at all.
  • We are exposed to credit risk in our activities related to potential nonperformance by customers.
  • Our outstanding secured and unsecured indebtedness, ability to incur additional debt and the provisions in the agreements governing our current debt, and certain other agreements, could harm our business, financial condition, results of operations and prospects.
  • Risks Related to Our Operations and Industry
  • We have experienced, and may continue to experience, significant delays or other obstacles in the design, production, launch and/or maintenance of our products, and we may be unable to successfully or timely commercialize those products, which could harm our business.
  • We have not yet produced any of our products in large commercial quantities.
  • Our customers have in the past, and may in the future require our products to undergo a lengthy and expensive qualification process without any assurance of product sales.
The other 47 risks
  • Construction of manufacturing lines for production of our PET closures may not be completed in a timely or cost-effective manner or at all. Any delays in or failure to finance and complete the construction of manufacturing facilities could severely impact the implementation and commercialization of our PET closures technology.
  • 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.
  • We may be delayed in procuring or be unable to procure necessary capital equipment.
  • We expect to rely on a limited number of customers for a significant portion of our near-term revenue.
  • Our products may not achieve market success, but will still require significant costs to develop, which could harm our business, financial condition, and results of operations.
  • Our industry is highly competitive, and we may lose market share to producers of products that can be substituted for our products, which may have an adverse effect on our results of operations and financial condition.
  • The commercial success of our closures business may be influenced by the price of incumbent HDPE or polypropylene, and of closures made from these materials, relative to the price of PET, and of closures made from this material.
  • Increases or fluctuations in the costs of our raw materials may adversely affect our cost structure.
  • We are dependent on third-party suppliers and service providers, some of which are sole source suppliers, who may fail, and in some cases have failed, to deliver raw materials or equipment or fail to supply needed services at all or according to schedules, prices, quality and volumes that are acceptable to us, or we may be unable to manage these supplies effectively.
  • Maintenance, expansion and refurbishment of our facilities, the construction of new facilities and production lines, and the development and implementation of new manufacturing processes involve significant risks.
  • We may not be successful in finding future strategic partners for continuing development of our manufacturing facilities and feedstock opportunities, or tolling and downstream conversion of our products.
  • We may rely heavily on future collaborative and supply chain partners.
  • We have entered into and may in the future enter into collaborations, strategic alliances, or licensing arrangements, which expose us and our intellectual property to competitive risks and limitations associated with third-party collaborations and that may not produce the benefits we anticipate.
  • We may become subject to product liability claims that may not be covered by insurance and could require us to pay substantial sums.
  • Climate change may impact the availability of our facilities and, in addition, we may incur substantial costs to comply with climate change legislation and related regulatory initiatives.
  • Unfavorable global economic conditions could adversely affect our business, financial condition and results of operations.
  • Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.
  • Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.
  • 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.
  • Our future effective tax rates could be subject to volatility or adversely affected by a number of factors.
  • Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Merger or other ownership changes.
  • 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 are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We could face criminal liability and other serious consequences for violations, which would harm our business.
  • Our operating plan requires us to source raw materials and supplies internationally, and foreign currency exchange rate fluctuations and changes to international trade agreements, tariffs, import and excise duties, taxes or other governmental rules and regulations could adversely affect our business, financial condition, results of operations and prospects.
  • International trade disputes and the U.S. government’s trade policy could adversely affect our business.
  • We are subject to ESG risks, including in relation to our counterparties, which may adversely affect our reputation and ability to retain employees and customers.
  • Risks Related to Our Intellectual Property
  • Our business relies on proprietary information and other intellectual property, and our failure to protect our intellectual property rights could harm our competitive advantages with respect to the use, manufacturing, sale or other commercialization of our processes, technologies and products, which may have an adverse effect on our results of operations and financial condition.
  • We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements, if licenses are available at all) and limit our ability to use certain key technologies in the future or require development of non-infringing products or technologies, which may cause us to incur significant unexpected costs, prevent us from commercializing our products and otherwise harm our business.
  • We rely on trade secrets to protect our technology, and our failure to maintain trade secret protection could limit our ability to compete.
  • Other Risks Related to Our Business
  • Our management team has relatively limited experience operating a public company.
  • We are dependent on management and key personnel, and our business could suffer if we fail to retain our key personnel or attract additional highly skilled employees.
  • 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.
  • If we fail to maintain effective internal control over financial reporting, it may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
  • If our information technology systems or data, or those of third parties with whom we work, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers; and other adverse consequences.
  • Risks Related to Ownership of Our Shares
  • Our Certificate of Incorporation provides, subject to limited exceptions, that the Delaware Court of Chancery is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a chosen judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • We do not intend to pay dividends for the foreseeable future.
  • The market price and trading volume of our common stock has been and may be volatile and could decline significantly.
  • 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.
  • Future issuances of debt securities and equity securities may adversely affect us, including the market price of our common stock and may be dilutive to existing stockholders.
  • 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.
  • We completed a reverse stock split of our shares of common stock, which may reduce and limit the market trading liquidity of the shares due to the reduced number of shares outstanding, and may have an anti-takeover effect.
  • Sales of a substantial number of shares of our common stock by our existing stockholders could cause the price of our common stock to decline.
  • There is no guarantee that the Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.
  • We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making such Warrants worthless.
  • 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.

Legal proceedings

Please see Note 17 “Commitments and Contingencies” in the notes to the consolidated financial statements in Item 8 of this Annual Report, which is incorporated herein by reference.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. There are currently no claims or actions pending against us, the ultimate disposition of which we believe could have a material adverse effect on our results of operations, financial condition or cash flows.

The opening of Item 3, Legal Proceedings.5

Sources

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    SEC EDGAROther events
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    SEC EDGAROther events
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