Good morning. My name is Tony Tripeny, and I'm the Chair of the board of directors of Origin Materials, Inc. I am very happy to welcome you to the Origin 2026 special stockholders meeting. The meeting will now officially come to order. The time is now 10:30 AM. Pacific Time on Tuesday, February 17, 2026, and the polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform. To business of the meeting, I'd like to introduce to you the board and the business team who are with us today. The other members of the board with us virtually today are John Bissell, William Harvey, Craig Rogerson, and Jim Stephanou. The other officers of the company with us virtually today are Joshua Lee and Matt Plavan.
I would also like to introduce Kris Amrine of American Election Services and John McKenna of Cooley LLP, the company's outside legal counsel, who are also in attendance virtually. We will proceed with the formal business of the meeting in the order set forth in the Notice of Special Meeting and Proxy Statement. We will first present the two proposals submitted for approval by our board, and after which, we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. Each share of common stock is entitled to one vote. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls.
If you've already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. You should now all have a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders with a valid control number have the opportunity to submit questions or comments for the Q&A portion of this meeting through the text box located on the meeting website. We will try to answer questions submitted that are germane to the proposal and/or this meeting, as and if we have time.
Joshua Lee will screen submitted questions, and during the Q&A portion of the meeting, will read your main questions out loud before he responds. Will the Secretary please report at this time with respect to the mailing of notice of the meeting and the stockholder list?
I have, at this meeting, a complete list of the holders of record of the company's common stock on December 22, 2025, the record date for this meeting. I also have an affidavit certifying that on January 6, 2026, a notice of special meeting of stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on December 22, 2025.
At this time, I'd like to introduce Chris Amrine of American Election Services, who is present virtually. I am appointing Ms. Amrine to act as Inspector of Election at this meeting. Ms. Amrine has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the record of the meeting. Her function is to certify the proxies and votes received, and when voting on all matters is completed, to certify the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?
I have been informed by the Inspector of Election that proxies have been received for at least 54.12% of the 152,963,100 shares of common stock outstanding on the record date, which represents approximately 82,788,171 of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. We'll now proceed with the formal business of this meeting. There are two proposals to be considered by the stockholders.
The first item of business is to approve a proposed amendment to our amended and restated certificate of incorporation to effect a reverse stock split of all the outstanding shares of our common stock at a ratio between 1-for-2 and 1-for-50. The form of the proposed amendment to our amended and restated certificate of incorporation to effect the reverse split is attached as Exhibit A to our Proxy Statement. The decision whether to effect the reverse split, as well as the final ratio and timing of the split, would be determined at the sole discretion of our board of directors.
The second item of business today is to approve the issuance of more than 20% of all issued and outstanding shares of our common stock upon conversion of senior secured convertible notes issued to an institutional purchaser pursuant to a securities purchase agreement dated November thirteenth, 2025, as amended on December 22nd, 2025.
That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recent filed quarterly report on Form 10-Q. Josh, are there any questions?
We do have one question from Nicholas Barfield, and I'd like to introduce my colleague and our Chief Financial Officer and Chief Operating Officer, Matt Plavan, to address that.
Thanks, Josh. So the question that we received is: "As a long-term shareholder, what execution milestones should investors watch for that would indicate new equity issuance is creating real value, not just extending the runway?" In response, I would direct shareholders to our most recent press release, dated February twelfth. The title is Origin Materials Announces Organizational Realignment and Business Update. Therein, we outline a number of important steps that we've taken recently to not only streamline our organization and our cost basis, but highlights our focus on delivering sample caps to a number of marquee global beverage brands in Q1, so that they can continue their acceptance testing as part of their qualification of our cap.
That's a laser focus for us right now, a really important milestone, and it's a process, as we've talked about quite a bit recently, enabling large global brands to test our cap on all of their distribution capping and distribution mechanisms and processes. That's a relatively long process, as you know, but we are excited to be in a position in Q1 to be providing them several thousand per brand to continue their testing. And the expectation is, as they complete their testing, the next phase would be entering contracts for offtake purchases. And so those are, I think, the primary milestones we're focused on, that we think will set us on our way to launching our commercial production.
Thanks, Matt.
Okay, that concludes questions and answers portion of our meeting. The time is now 10:39 AM. Pacific Time, and the polls are now closing, closed for voting. May we have the preliminary results of the voting?
The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows: The proposed amendment to our amended and restated certificate of incorporation to effect a reverse stock split of all of the outstanding shares of our common stock at a ratio to be selected by our board of directors between 1-for-2 and 1-for-50, is approved. The issuance of more than 20% of all issued and outstanding shares of our common stock upon conversion of senior secured convertible notes issued to an institutional purchaser pursuant to a securities purchase agreement dated November 13, 2025, as amended on December 22, 2025, is approved.
We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K, to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes the formal portion of today's meeting, and the special meeting is now adjourned. Thank you again for your attendance at today's meeting and for your continued support of Origin.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.