Recon Technology (NASDAQ: RCON) completes $18M PIPE share sale to non-U.S. investors

Rhea-AI Filing Summary

Recon Technology, Ltd completed a private PIPE financing with 12 non-U.S. investors, issuing 60,000,000 Class A ordinary shares at $0.30 per share for total gross proceeds of $18,000,000 (approximately RMB 123,568,200). The shares were sold under Regulation S as an exempt offering to non-U.S. persons.

Class A ordinary shares outstanding will rise from 10,627,426 to 70,627,426 after closing, while 20,000,000 Class B ordinary shares remain outstanding. The transaction closed on April 16, 2026 under a Securities Purchase Agreement with customary terms.

Positive

• Recon Technology raises $18,000,000 of new equity capital through the PIPE transaction, providing substantial funding flexibility.
• The company successfully closes an exempt Regulation S offering to 12 non-U.S. purchasers, potentially broadening its international investor base.

Negative

• Class A ordinary shares outstanding increase from 10,627,426 to 70,627,426, representing very significant dilution for existing Class A shareholders.

Insights

Equity capital markets analyst

Recon raises $18M via offshore PIPE, with very large equity dilution.

Recon Technology is bringing in $18,000,000 of new capital by selling 60,000,000 Class A ordinary shares at $0.30 each to 12 non-U.S. investors. The deal is structured as an exempt Regulation S PIPE, meaning the securities are sold outside the United States to non-U.S. persons.

This financing materially expands the Class A share count from 10,627,426 to 70,627,426, while 20,000,000 Class B shares remain unchanged. Existing Class A holders are therefore significantly diluted, but the company gains a sizeable cash injection that can strengthen its balance sheet or fund operations, depending on how the funds are ultimately used.

The Securities Purchase Agreement includes customary representations, warranties, conditions to closing and termination provisions, and the transaction closed on April 16, 2026. Future disclosures in company filings may outline how this new capital is allocated and any resulting changes in ownership concentration among the new non-U.S. investors.

Key Figures

PIPE gross proceeds: $18,000,000 Shares issued in PIPE: 60,000,000 Class A shares PIPE share price: $0.30 per share +5 more

8 metrics

PIPE gross proceeds $18,000,000 Total amount raised from all purchasers in the PIPE transaction

Shares issued in PIPE 60,000,000 Class A shares Aggregate number of Class A ordinary shares sold at closing

PIPE share price $0.30 per share Issue price for each Class A ordinary share in the PIPE

Proceeds in RMB RMB 123,568,200 Approximate RMB equivalent using RMB 6.8649 per US$1.0

Class A pre-transaction 10,627,426 shares Class A ordinary shares outstanding immediately prior to the PIPE

Class A post-transaction 70,627,426 shares Class A ordinary shares outstanding immediately after the PIPE closes

Class B shares outstanding 20,000,000 shares Class B ordinary shares outstanding before and after the PIPE

Exchange rate used RMB 6.8649 per US$1.0 USD/RMB central parity rate from April 9, 2026

Key Terms

PIPE Transaction, Regulation S, foreign private issuer, Securities Purchase Agreement, +2 more

6 terms

PIPE Transaction financial

"entered into a securities purchase agreement ... from all Purchasers (the “PIPE Transaction”)."

A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.

Regulation S regulatory

"private placement exempt from the registration requirements ... pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Securities Purchase Agreement financial

"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with 12 non-U.S. Purchasers"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Form F-3 regulatory

"incorporated by reference into: (i) the registration statement on Form F-3 (File No. 333-292540)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"the registration statement on Form S-8 (File No. 333-284867), which was filed with the SEC"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form 6-K: How Foreign Companies Report to the SEC →

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 April 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

(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 ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INFORMATION CONTAINED IN THIS REPORT

Enter into Certain Material Agreement in Connection with An Exempted PIPE Transaction

On April 10, 2026, Recon Technology, Ltd, a Cayman Islands exempted company (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with 12 non-U.S. Purchasers named on the signature pages thereto (each an “Purchaser” and collectively, the “Purchasers”) relating to the issuance and sale of an aggregate of 60,000,000 Class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”, and collectively, the “Purchased Shares”), at $0.30 per share for the total amounts of $18,000,000 (or approximately RMB 123,568,200, converted at an exchange rate of RMB 6.8649 per US$1.0, being the USD/RMB central parity rate published by the People’s Bank of China from April 9, 2026) from all Purchasers (the “PIPE Transaction”). The form of the Securities Purchase Agreement is attached hereto as Exhibit 10.1.

Pursuant to the Securities Purchase Agreement, the closing of the PIPE Transaction is expected to take place on such date when all transaction documents have been executed and delivered by the applicable parties and all conditions precedent have been satisfied or waived, but in no event later than the date that is fourteen (14) calendar days from the date of the Securities Purchase Agreement or as the parties otherwise mutually agree.

The issuance of the Purchased Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchased Shares will be issued in a private placement exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder. Each Purchaser has, severally and not jointly, represented to the Company that it is not a “U.S. Person” under Regulation S, and has completed the required certification.

Immediately prior to the PIPE Transaction, the Company had 10,627,426 shares of Class A Ordinary Shares issued and outstanding, and 20,000,000 share of Class B ordinary shares, par value US$0.0001 each share (“Class B Ordinary Shares”) issued and outstanding. Immediately after the PIPE Transaction is closed, the Company will have 70,627,426 shares of Class A Ordinary Shares and 20,000,000 Class B Ordinary Shares issued and outstanding.

As of the date of this current report on Form 6-K (the “Report”), the Company has received all payments from the Purchasers and has issued instructions to the transfer agent to issue Purchased Shares to the Purchasers. The PIPE Transaction closed on April 16, 2026 in accordance with the terms and conditions of the Securities Purchase Agreement.

The Securities Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing summaries of the Securities Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the form of such document filed as Exhibits 10.1 hereto and incorporated by reference herein.

Incorporation By Reference

This Report shall be deemed to be incorporated by reference into: (i) the registration statement on Form F-3 (File No. 333-292540) (the “F-3 Registration Statement”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 2, 2026 and declared effective by the SEC on January 14, 2026; (iii) the registration statement on Form S-8 (File No. 333-284867), which was filed with the SEC on February 12, 2025 (collectively with the F-3 Registration Statement, and as amended from time to time, the “Registration Statements”), and into each prospectus or prospectus supplement outstanding under the Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Form of Securities Purchase Agreement

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 hereunto duly authorized.

	RECON TECHNOLOGY, LTD
Date: April 16, 2026	By:	/s/ Jia Liu
		Name:	Jia Liu
		Title:	Chief Financial Officer

FAQ

What transaction did Recon Technology (RCON) announce in this Form 6-K?

Recon Technology completed a private PIPE financing with 12 non-U.S. investors, issuing 60,000,000 Class A ordinary shares at $0.30 each. The deal raised $18,000,000 in gross proceeds under an exempt Regulation S offering structure.

How much capital did Recon Technology (RCON) raise and at what share price?

The company raised $18,000,000 by selling Class A ordinary shares at $0.30 per share. This equals approximately RMB 123,568,200 using an exchange rate of RMB 6.8649 per US$1.0 cited in the document.

How does the PIPE transaction affect Recon Technology’s share count?

Before the PIPE, Recon Technology had 10,627,426 Class A and 20,000,000 Class B shares outstanding. After issuing 60,000,000 new Class A shares, it will have 70,627,426 Class A and the same 20,000,000 Class B shares outstanding.

Who purchased the new Recon Technology (RCON) shares in this PIPE deal?

Twelve non-U.S. purchasers bought the new Class A ordinary shares. Each investor represented it is not a “U.S. Person” under Regulation S and completed the required certification to qualify for the offshore exempt offering.

Under what securities law exemption was Recon Technology’s PIPE conducted?

The PIPE relied on Section 4(a)(2) of the Securities Act and Regulation S. The purchased shares were issued in a private placement not registered under the Securities Act or state securities laws, targeted exclusively to non-U.S. persons.

When did Recon Technology’s PIPE transaction close?

The PIPE transaction closed on April 16, 2026, following satisfaction or waiver of closing conditions in the Securities Purchase Agreement. As of the report date, the company had received all payments and instructed its transfer agent to issue the purchased shares.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 124.3 KB