Origin Materials Inc.
10/08/2025 | Press release | Distributed by Public on 10/08/2025 14:37
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
Secured Promissory Note
On September 22, 2025, Origin Closures, LLC ("Closures"), a wholly-owned subsidiary of Origin Materials, Inc. (the "Company," "we," or "us") executed a Secured Promissory Note (the "Note") in favor of Starlinger & Co Gesellschaft m.b.H. ("Starlinger") in the principal amount of €9,476,157.60 (approximately $11,182,813.58 based on the exchange rate in effect September 22, 2025) to finance the purchase of certain equipment used to produce polyethylene terephthalate (PET) sheet. The Note is effective as of October 7, 2025, the date that Starlinger executed and delivered the Note to the Company. Interest under the Note accrues at a rate of 10.56% per annum and the Note is to be repaid in semi-annual installments of principal and interest on the last day of April and October, respectively, beginning in April 2026 and continuing until fully repaid in October 2029. The Note is secured by a security interest in the equipment being financed. The Note may be prepaid in whole or in part at any time without penalty. The Note provides for customary events of default, subject to certain rights to cure, including failure to make any payment when due, and the bankruptcy or insolvency of Closures, or appointment of any receiver, trustee, liquidator, conservator, or like officer to take custody, possession, or control of any property of Closures. Upon the occurrence of an event of default, Starlinger may (i) accelerate all amounts due under the Note, (ii) hold as security against payment of amounts due under the Note any property delivered to Starlinger's custody, possession, or control by Closures or the Company, or (iii) seize or foreclose on the financed equipment that is subject to Starlinger's security interest.
The foregoing description of the Note is not complete and is subject to and qualified in its entirety by reference to the Note, which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated by reference herein.
Guaranty Agreement
In connection with the Note, the Company executed a Guaranty Agreement in favor of Starlinger dated September 22, 2025 (the "Guaranty"). The Guaranty is effective as of October 7, 2025, the date that Starlinger executed and delivered to the Company the Note subject to the Guaranty. Pursuant to the Guaranty, the Company guarantees Closures' performance of its covenants under the Note as well as payment of the Note, including any accrued interest, and of amounts incurred or accrued by Starlinger in connection with the Note, including, among other things, (i) to protect Starlinger's security interest, (ii) as damages, costs, and obligations resulting from default of Closures' payment obligations, or (iii) during the pendency of any bankruptcy, insolvency, receivership, or other similar proceedings.
The foregoing description of the Guaranty is not complete and is subject to and qualified in its entirety by reference to the Guaranty, which is filed as Exhibit 10.2 hereto, and the terms of which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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