Origin Agritech Limited (SEED) completed a private placement of 2,000,000 ordinary shares at US$1.40 per share, receiving the full US$2,800,000 gross subscription amount. Investors paid in two installments, with the first received in February 2026 and the second on August 31, 2026; the company issued the shares on September 16, 2026. Shares issued and outstanding were 12,144,586 immediately before issuance and 14,144,586 following it.
The placement included no warrants and no placement agent fees. The shares were sold under an exemption from Securities Act registration, are restricted securities, and may not be offered or sold in the United States absent registration or an available exemption; Origin has no obligation to register them for resale. Origin intends to use net proceeds for general working capital, research and development expansion, including subsidiary and affiliated-entity operations, and debt repayment, and expects to prioritize working capital and research and development spending.
Origin Agritech Limited (SEED), through indirect consolidated subsidiary Beijing Origin Agriculture Limited, agreed to transfer its 70.5184% equity interest in Xinjiang Originbo Seed Limited to Hunan Xindaxin Limited for RMB 108,000,000 (approximately US$15.0 million). The price is payable in four installments through June 30, 2027; RMB 11.39 million of existing debt owed by Beijing Origin Agriculture is applied to the first installment, leaving RMB 6.61 million payable in cash. Hunan Xindaxin appoints Xinjiang Originbo’s directors, supervisor, general manager and financial manager from the agreement date, while legal title remains with Beijing Origin Agriculture until full payment; registration is to be completed within 15 business days after payment in full.
On September 30, 2026, Beijing Origin Agriculture also agreed to lease back all assets comprising the Xinjiang base—506 items—for five years beginning October 1, 2026, at annual rent of RMB 4,000,000, payable quarterly in advance. Seed production and sales revenue from the base will continue to be recorded by Beijing Origin Agriculture. Origin Agritech says it will deconsolidate Xinjiang Originbo and derecognize its assets and liabilities upon transfer of control, with any resulting gain determined then. The company identifies the transfer and lease transactions as related-party transactions; CEO Weibin Yan holds approximately 9.7549% of Hunan Xindaxin.
Origin Agritech Limited approved the issuance of an unsecured Senior Convertible Promissory Note with principal of RMB 15,000,000 (approximately US$2,050,000) to an individual investor, dated June 30, 2026 with funding on July 16, 2026. Proceeds go to Hainan Aoyu Biotechnology Co., Ltd., the company's PRC operating affiliate, for general working capital. The Note bears 3.98% annual interest, calculated on a 365-day basis, and matures three years from the Final Funding Date.
From the Final Funding Date until maturity, the investor may convert principal into ordinary shares at a conversion price of US$1.50 per share, subject to anti-dilution adjustments. After the first anniversary of the Final Funding Date, the investor may instead require cash repayment of all or part of the principal plus accrued interest, with payment due within thirty business days. Conversion shares are subject to a six-month lock-up and are issued in a private placement as restricted securities. As of July 31, 2026, 12,143,526 ordinary shares were issued and outstanding, excluding potential issuances from options, warrants and other convertible securities.
Origin Agritech reported weaker results for the first half of FY2026. Net revenue fell to RMB49.2 million (US$7.1 million) from RMB72.3 million a year earlier as the company shifted toward new corn seed products and reduced lower-margin seed tolling services.
Operating expenses dropped 44% to RMB18.4 million, mainly from sharply lower general and administrative costs, helping narrow the net loss attributable to the company to RMB14.4 million (US$2.1 million) from RMB25.6 million. Basic and diluted loss per share improved to RMB1.21 from RMB3.55 as the share count increased.
On the balance sheet, cash and equivalents were RMB13.4 million (US$1.9 million) as of March 31, 2026. Total liabilities of RMB168.1 million significantly exceeded total assets of RMB92.6 million, leaving a total equity deficit of RMB75.5 million. Inventories rose to RMB24.8 million as the product mix shifted toward finished goods.
The company recorded RMB3 million in accrued liabilities for an adverse court judgment in a seed variety rights case that is under second appeal. Separately, Origin entered Securities Purchase Agreements to sell 2,000,000 ordinary shares for US$2.8 million; US$2.1 million has been received, but the shares had not been issued as of May 21, 2026.
Origin Agritech Limited announced leadership changes in March 2026. The board appointed Dr. Zheng James Chen, age 60, as Chief Financial Officer. He previously served as Origin’s CFO in multiple periods and briefly as Chief Executive Officer, and has extensive investment and corporate finance experience.
The board also added crop biotechnology expert Dr. Jian Zhang, age 62, as an independent director, effective March 20, 2026. In connection with these moves, independent director Dr. Changqing Mao resigned effective March 12, 2026, and CFO Chi Kin (Patrick) Cheng resigned effective March 19, 2026. The company states both resignations were for professional and personal reasons and not due to disagreements over operations, policies, or practices.
Origin Agritech Limited has approved and executed a private placement of up to 2,000,000 ordinary shares at US$1.40 per share, for projected gross proceeds of US$2,800,000. On February 1, 2026, the company signed three Securities Purchase Agreements with two individuals and one investment company to sell these shares, with payments in two installments scheduled for February and August 2026.
The company plans to use the cash for general working capital and to expand its research and development activities. The shares are being issued as restricted securities under an exemption from registration. One agreement with Quality Reliance International Limited covers 800,000 shares for a subscription amount of US$1,120,000. As of this agreement date, Origin Agritech had 12,144,586 ordinary shares issued and outstanding.
Origin Agritech Limited, a British Virgin Islands holding company operating mainly in China through subsidiaries and VIEs, reports weaker results and highlights significant regulatory and structural risks. For the year ended September 30, 2025, revenue was RMB 91,290 thousand (about US$12,848), down from RMB 113,381 thousand in 2024, as gross profit fell to RMB 6,393 thousand.
Operating expenses rose to RMB 64,182 thousand, leading to a loss from operations of RMB 57,789 thousand. Net loss attributable to Origin shareholders was RMB 53,328 thousand, versus net income of RMB 20,712 thousand a year earlier. The company shows a working capital deficit of RMB 83,256 thousand and shareholders’ deficit of RMB 23,336 thousand, and its auditors included a going concern statement.
Origin uses a VIE structure to control seed-related operations that foreign investors cannot directly own under PRC law. The company stresses that investors hold equity in the BVI parent, not the PRC VIEs, and warns that adverse PRC actions on VIEs, CSRC/CAC filings, seed licenses, data security, or overseas listings could materially impair operations or even render the ordinary shares worthless. It also notes HFCAA-related risks are currently mitigated because its PCAOB-registered auditor is headquartered in Singapore.
Origin Agritech Limited filed Amendment No. 2 to a Form F-3 shelf to register up to $30,000,000 of ordinary shares, warrants, and units, to be offered from time to time for three years after effectiveness.
The company may sell these securities directly, through agents or dealers, or via underwriters, with specific terms and any net proceeds disclosed in a future prospectus supplement. Its ordinary shares trade on Nasdaq as SEED; on October 10, 2025, the closing price was $1.44.
Origin is a British Virgin Islands holding company whose operations are in China, including through variable interest entities (the VIE portion is Hainan Aoyu). On September 19, 2025, Origin Biotechnology updated its VIE contractual framework (proxy/POA, share pledge, master exclusive service, business cooperation, and exclusive option agreements), which together provide contractual control and economic benefits and support consolidation under U.S. GAAP.
The filing highlights PRC-related risks, including required CSRC filings within three business days after each issuance and reliance on a Seed Production and Operation License. The auditor is Enrome LLP (Singapore), registered with the PCAOB, and the company states it has not been identified as a Commission‑Identified Issuer under the HFCAA.