UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-34409
RECON TECHNOLOGY, LTD.
Room 601, No. 1 Shui’an South Street,
Chaoyang District, Beijing 100012
People’s Republic of China
Tel: +86 (10) 8494-5799
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Explanatory Note:
On July 28, 2026, Recon Technology, Ltd. (the “Company”),
entered into a Sales Agreement (the “Sales Agreement”) with Pacific Century Securities, LLC (the “Sales Agent”
or “Pacific Century”), pursuant to which the Company may, from time to time, issue and sell its Class A ordinary shares,
par value $0.0001 per share (the “Class A Shares”), having an aggregate gross sales price of up to $100,000,000, to
or through the Sales Agent as the Company’s exclusive sales agent, pursuant to a prospectus supplement and the accompanying prospectus
filed with the Securities and Exchange Commission on July 29, 2026.
Sales of Class A Shares under the Sales Agreement,
if any, will be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-292540), filed with the U.S.
Securities and Exchange Commission (the “SEC”) on January 2, 2026 and declared effective on January 14, 2026, as supplemented
by a prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 29, 2026. The Company is not obligated to sell any Class
A Shares under the Sales Agreement and may suspend or terminate sales at any time.
Subject to the terms and conditions of the Sales Agreement, the Class
A Shares may be sold by any method deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities
Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market (“Nasdaq”)
or any other trading market or directly to the Sales Agent as principal in negotiated transactions for the Class A Shares or to or through
a market maker. The Sales Agent has agreed to use commercially reasonable efforts consistent with normal trading and sales practices to
execute sales orders on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement.
The Company is not obligated to, and it cannot
provide any assurances that it will, make any sales of the Class A Shares under the Sales Agreement. The offering of Class A Shares pursuant
to the Sales Agreement will terminate upon the earlier of (i) the sale of all Class A Shares subject to the Sales Agreement or (ii) termination
of the Sales Agreement in accordance with its terms.
Pursuant to the Sales Agreement, the Company will
pay the Sales Agent a commission equal to up to 3.5% of the gross proceeds of any Class A Shares sold under the Sales Agreement, in addition
to reimbursement of certain expenses. The Company anticipates no other commissions or material expenses related to sales under the Sales
Agreement.
The foregoing description of the Sales Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed
as an exhibit to this Report on Form 6-K and is incorporated herein by reference.
This Report on Form 6-K shall not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable
securities laws.
This Report on Form 6-K is incorporated by reference
into the Company’s Registration Statement on Form F-3 (File No. 333-292540) and the prospectus thereof and any prospectus supplements
or amendments thereto.
EXHIBITS
| Exhibit No. |
|
Description of Exhibit |
| 5.1 |
|
Opinion of Campbells LLP |
| 10.1 |
|
At-The-Market Issuance Sales Agreement, dated as of July 28, 2026 |
| 23.1 |
|
Consent of Campbells LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release issued by Recon Technology, Ltd. dated July 31, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Recon Technology, Ltd. |
| |
|
|
| Date: |
July 31, 2026 |
By: |
/s/ Shenping Yin |
| |
Name: |
Mr. Shenping Yin |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Recon Technology, Ltd Announces $100 Million
“At-the-Market” Equity Offering Program
BEIJING, JULY 31, 2026 /PRNewswire/ —
Recon Technology, Ltd (NASDAQ: RCON) (“Recon” or the “Company”), a China-based independent solutions integrator
in the oilfield service and environmental protection, electric power and coal chemical industries, today announced that it has entered
into an At-the-Market (“ATM”) Issuance Sales Agreement (the “Agreement”) dated July 28, 2026, under which the
Company may, from time to time during the term of the Agreement, offer and sell the Company’s Class A ordinary shares (the “Shares”),
par value $0.0001 per share, having an aggregate value of up to $100 million, to or through Pacific Century Securities, LLC (the “Sales
Agent”) as the Company’s exclusive sales agent or principal.
Sales of Shares, if any, will be made at or related
to then-prevailing market prices and, as a result, prices may vary. The volume and timing of sales under the ATM Program (the “ATM
Program”) will be determined at the Company’s discretion. The Company expects to use any proceeds from the ATM Program for
general corporate purposes, which include working capital, operating expenses, capital expenditures, potential acquisitions, business
development activities, and other strategic initiatives in line with the Company’s growth plans.
Pacific Century Securities, LLC is serving
as the exclusive sales agent for the ATM Program. Kaufman & Canoles, P.C. is acting as U.S. counsel to the Company. McCarter &
English, LLP is acting as U.S. counsel to the Sales Agent.
Under the Agreement, the Sales Agent may sell
the Shares as the Company’s exclusive sales agent or principal and by methods deemed to be an “at the market offering”
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The maximum offering amount in the ATM Program will be
$100 million or the maximum offering dollar amount permitted under the Company’s then current shelf registration capacity on the
effective Registration Statement (defined below), whichever is lesser. In no event shall the aggregate number of Shares sold in the ATM
Program exceed the number of the Company’s authorized but unissued Class A ordinary shares.
The Shares will be offered under the Company’s
existing effective shelf registration statement on Form F-3 (No. 333-292540) (the “Registration Statement”) filed with the
U.S. Securities and Exchange Commission (“SEC”). A prospectus supplement dated July 28, 2026 related to the offering has been
filed with the SEC. Any offer, solicitation or sale will be made only by means of the prospectus supplement and the accompanying prospectus.
Electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from the SEC’s website at www.sec.gov
or by contacting Pacific Century Securities, LLC, Attention: Syndicate Department, 747 3rd Ave, STE 2101, New York, NY 10017, by email
at francis@pcsecurities.us. Current and potential investors should read the prospectus in the registration statement, and the prospectus
supplement relating to the ATM Program and other documents the Company has filed with the SEC that are incorporated by reference in such
prospectus supplement and the accompanying prospectus, which provide more complete information about the Company and the ATM Program.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy, nor may there be any sale of the Company’s securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any
state or jurisdiction.
About Recon Technology, Ltd (“RCON”)
Recon Technology, Ltd (NASDAQ: RCON) is the People’s
Republic of China’s first NASDAQ-listed non-state owned oil and gas field service company. Recon supplies China’s largest
oil exploration companies, with advanced automated technologies, efficient gathering and transportation equipment and reservoir stimulation
measure for increasing petroleum extraction levels, reducing impurities and lowering production costs. Through the years, RCON has taken
leading positions within several segmented markets of the oil and gas field service industry. RCON also has developed stable long-term
cooperation relationship with its major clients. For additional information please visit: http://www.recon.cn/.
Forward-Looking Statements
Recon includes “forward-looking statements”
within the meaning of the federal securities laws throughout this press release. A reader can identify forward-looking statements because
they are not limited to historical fact or they use words such as “scheduled,” “may,” “will,” “could,”
“should,” “would,” “expect,” “believe,” “anticipate,” “project,”
“plan,” “estimate,” “forecast,” “goal,” “objective,” “committed,”
“intend,” “continue,” or “will likely result,” and similar expressions that concern Recon’s
strategy, plans, intentions or beliefs about future occurrences or results. Forward-looking statements are subject to risks, uncertainties
and other factors that may change at any time and may cause actual results to differ materially from those that Recon expected. Many of
these statements are derived from Recon’s operating budgets and forecasts, which are based on many detailed assumptions that Recon
believes are reasonable, or are based on various assumptions about certain plans, activities or events which we expect will or may occur
in the future. However, it is very difficult to predict the effect of known factors, and Recon cannot anticipate all factors that could
affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these
risks, uncertainties and other factors, including those factors disclosed under “Risk Factors” in Recon’s most recent
Annual Report on Form 20-F and any subsequent half-year financial filings on Form 6-K filed with the Securities and Exchange Commission.
All forward-looking statements are qualified in their entirety by the cautionary statements that Recon makes from time to time in its
SEC filings and public communications. Recon cannot assure the reader that it will realize the results or developments Recon anticipates,
or, even if substantially realized, that they will result in the consequences or affect Recon or its operations in the way Recon expects.
Forward-looking statements speak only as of the date made. Recon undertakes no obligation to update or revise any forward-looking statements
to reflect events or circumstances arising after the date on which they were made, except as otherwise required by law. As a result of
these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements included herein or
that may be made elsewhere from time to time by, or on behalf of, Recon.
For more information, please contact:
The Company
Ms. Liu Jia
Chief Financial Officer
Recon Technology, Ltd
Phone: +86 (10) 8494-5799
Email: info@recon.cn
