Origin Materials Inc

This management proposal asks stockholders to approve an amendment to the company’s certificate of incorporation that would permit the board to effect a reverse split of common stock at any ratio between one-for-two and one-for-fifty, with the board having sole discretion to choose the specific ratio and timing, and the ability to abandon unselected ratios. Management is seeking this approval primarily to raise the per-share trading price and thereby address Nasdaq’s minimum bid price deficiency, following a Nasdaq Notice that the company’s closing bid fell below $1.00 for the requisite period; the board believes a reverse split will help the company regain and maintain listing compliance and potentially attract institutional investors. The proposal emphasizes board flexibility—rather than fixing a specific split ratio—so that directors can choose the ratio that is most appropriate given prevailing market conditions at the time of implementation. If approved and implemented, the reverse split will proportionally reduce outstanding shares (and shares subject to options, warrants and equity awards), increase exercise prices proportionally, and eliminate fractional shares by issuing one full share in lieu of fractional interests. Management discloses a number of customary risks: the reverse split may not result in a sustainable higher market price, could reduce liquidity, may create odd lots that are harder to trade, and could reduce market capitalization in some cases. The board also highlights Delaware law and tax implications, noting no dissenters’ rights and treating the split as a recapitalization for U.S. federal income tax purposes (generally not recognizing gain or loss). The board recommends a FOR vote on the basis that maintaining Nasdaq listing is in the best interests of the company and stockholders; however, investors should weigh the potential for substantial dilution effects on equity awards and warrants, the uncertain market response, and the possibility that the split will not prevent future delisting for other compliance failures. The proposal is reversible at the board’s discretion (the board may choose not to effect the split even if approved), and approval authorizes the board for up to one year to implement the reverse split under the selected ratio. Overall, the proposal is a governance mechanism to provide the board tactical flexibility to respond to market pricing conditions with the stated objective of preserving the company’s Nasdaq listing and facilitating future capital access.

This management proposal requests stockholder approval to remove the 19.99% Share Cap in the Securities Purchase Agreement so that additional closings under the Note Financing can occur and shares of common stock may be issued upon conversion of the senior secured convertible notes in excess of the Share Cap. Management is pursuing this approval to enable potentially up to $83.3 million of additional funding across future tranches (subject to conditions) and to preserve the company’s flexibility to satisfy installment and other obligations through share issuance rather than cash, which management argues will support liquidity and working capital. The proposal must be approved under Nasdaq Listing Rule 5635(d) because the convertible notes could result in issuance of shares representing 20% or more of outstanding stock; without approval the company is barred from issuing shares above the Share Cap and therefore may be unable to proceed with additional closings. The filing discloses material terms of the Notes — including an initial $16.7 million issuance, up to $100 million aggregate principal, initial conversion price of $0.62616 per share, a floor price of $0.10152 for certain installment conversions, senior secured status with first-priority liens, monthly installment mechanisms that may be satisfied in shares, and significant protective covenants and events of default — all of which bear on dilution risk and creditor priority. Approving the proposal would enable conversion-based payments and further capital injections but also presents substantial dilution risk (illustrated by a potential issuance of 159,703,591 shares at the initial conversion price) and could materially change ownership and voting power; issuance conditions, conversion limits (including beneficial ownership limits), and liquidation and redemption rights further complicate valuation impacts. The company notes that failure to obtain approval triggers repeated special meetings until approval is obtained, and that this proposal is “non-routine” for broker voting purposes; broker non-votes will not count for approval, making retail participation important. The board recommends a FOR vote to facilitate access to capital and to avoid cash payment stress, but investors should carefully weigh the near-term liquidity benefits against long-term dilution, the secured nature of the Notes, and governance implications of a significant potential equity issuance, particularly in concert with any reverse split approved under Proposal No. 1 which would affect conversion math and share counts.