Origin Materials amends convertible note with Alto; potential additional tranches up to $83.3M

Origin Materials, Inc.

Amendment increases potential additional note issuances: up to $25M per tranche, $83.3M total, subject to conditions and 12-month cap of $50M.
Additional closings every 90 trading days after stockholder approval, limited by 15x trimmed mean daily dollar volume over prior 30 trading days.
Permitted Indebtedness expanded to include company guarantees of subsidiary debt and sale-leaseback transactions.
Company affirms no defaults; obligations under note and transaction documents remain valid and enforceable.
Investment limitations updated to allow up to $1M per year in certain investments and subsidiary investments for caps/closures production capacity.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Origin Materials, Inc. amended Amendment to Securities Purchase Agreement and Note with an institutional purchaser valued at up to $83.3 million (effective 2025-12-22).

Action: amendment
Agreement: equity purchase
Counterparty: an institutional purchaser
Value: up to $83.3 million
Effective: 2025-12-22

Exact text from the filing

On December 22, 2025, Origin Materials, Inc. (the “Company”) entered into an Amendment to Securities Purchase Agreement and Note (the “Amendment”), amending that certain Securities Purchase Agreement, dated November 13, 2025, by and between the Company and an institutional purchaser, which provides for the issuance in tranches of senior secured convertible notes (the “Notes”). Among other things, the Amendment (i) requires the purchaser to purchase Notes in additional closings of up to $83.3 million in tranches of up to $25.0 million in aggregate principal amount of Notes at the Company’s request, subject to the satisfaction of certain conditions

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Source: SEC EDGAR

accession 0001802457-25-000087

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