Tongzhou District. Beijing China 101119
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or 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): ¨
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
If "Yes" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82
The forms of the three Securities Purchase Agreements are attached hereto as Exhibits 4.1, 4.2 and 4.3. The above disclosure
is qualified by reference to the three agreement forms attached hereto.
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.
Exhibit 4.1
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of February 1st, 2026, between Origin Agritech Ltd.,
a company incorporated in the British Virgin Islands (the “Company”), whose shares are listed on NASDAQ (stock symbol:
SEED), and QUALITY RELIANCE INTERNATIONAL LIMITED, a company incorporated in the British Virgin Islands (CI No: ), being the purchaser
identified on the signature page hereto (the “Purchaser”).
WHEREAS,
as of the date of this Agreement, the Company has a total of 12,144,586 ordinary shares, no par value (the “Ordinary Shares”)
issued and outstanding, and that subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the
registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”, the Company
desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more
fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the purchase price and the mutual covenants contained in this Agreement, and for other good and valuable
consideration the receipt, sufficiency and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth below:
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.
“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.
“Commission”
means the United States Securities and Exchange Commission.
“Per
Share Purchase Price” equals US$1.40.
“Shares”
means the Ordinary Shares of the Company that are being purchased hereunder.
“Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as specified below on
the signature page to this Agreement of the Purchaser and next to the heading “Subscription Amount, “to be paid in United
States dollars or equivalent as agreed by the Company and in immediately available funds.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange (or any successors to any of the foregoing).
ARTICLE II.
PURCHASE AND SALE
2.1 Closing.
On the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement
by the parties hereto, the Company agrees to sell and the Purchaser agrees to purchase, an aggregate of 800,000 Shares at an aggregate
Subscription Amount of USD$1,120,000-, to be delivered and paid by installments, as specified in the Schedules to this Agreement.
The Company shall
deliver to the Purchaser its Ordinary Shares being purchased as of the date of each Closing (a “Closing Date”) as
specified in the Schedules to this Agreement, against delivery of the Subscription Amount, and upon satisfaction of the covenants and
conditions set forth in Sections 2.2 and 2.3. The Closing shall occur remotely or at a location as the parties shall mutually agree.
It is agreed by
the purchaser that the Shares are being purchased as “restricted stock” pursuant to the Securities Act and will bear a restricted
legend and stop order restriction in the stock records of the Company.
2.2 Deliveries.
On or prior
to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this
Agreement duly executed by the Purchaser; and
(ii) the
Purchaser’s Subscription Amount.
On or after
the deliveries made by the Purchaser, the Company shall cause to be delivered to the Purchaser the following:
(i) evidence
of registration of the Shares with the transfer agent of the Company being purchased, by means of book entry, provided that the Purchaser
may request a physical share certificate; and
(ii) evidence
of the listing of additional shares from Nasdaq for the sale of the Shares.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the
delivery by the Purchaser of the items set forth in Section 2.2;
(ii) notice
of acceptance of the listing of additional ordinary shares issued by NASDAQ; and
(iii) the
truthfulness and accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or material
adverse effect, in all respects) when made and on the date of this Agreement and at the particular Closing Date of the representations
and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material
respects as of such date).
(b). The
respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(ii) the
delivery by the Company of the items set forth in Section 2.2 of this Agreement;
(iii) there
shall have been no material adverse effect with respect to the Company since the date hereof; and
(iv) the
truthfulness and accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or material
adverse effect, in all respects) when made and on the date of this Agreement and at the particular Closing Date of the representations
and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material
respects as of such date).
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as otherwise set forth in the Company’s Form 20-F for the fiscal year ended September 30,
2024, as filed on April 11, 2025, and amended April 11, 2025 and for the fiscal year ended September 30, 2025 (the “Annual
Report”), and updated by the Registration Statement on Form F-3 declared effective on December 19, 2025 (together
the “SEC Reports”), which information shall be deemed a part hereof and shall qualify any representation or otherwise
made herein, the Company hereby makes the following representations and warranties to the Purchaser:
(a) Issuance
of the Securities; No Issuance Registration. The Shares are duly authorized and, when issued and paid for in accordance with this
Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company, other than
restrictions on transfer provided by the Securities Act and applicable state and foreign law.
(b) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the filing of the latest SEC Report, there has been no
event, occurrence or development that has had or that could reasonably be expected to result in a material adverse effect on the Company.
(c) Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Shares to the Purchaser.
3.2 Representations
and Warranties of the Purchaser. The Purchaser, hereby represents and warrants as of the date hereof and as of the date of this Agreement
and the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such
date):
(a) The
Shares to be acquired by Purchaser are being acquired or will be acquired for investment for the Purchaser’s own account, not as
a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not currently have any contract, undertaking,
agreement or arrangement with any person or entity to sell, transfer or grant participations to such person, entity or to any third person
or entity, with respect to any of the shares.
(b) The
Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under
the Securities Act (an “Accredited Investor”) by reason of the entity having as its sole director, officer and shareholder
the Chief Executive Officer of the Company.
(c) The
Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements
of United States federal and state securities laws, and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in
order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares.
(d) The
Purchaser and its advisors, if any, have been furnished with the SEC Reports, which contain financial information and risk factors about
the Company, and considered all factors that the Purchaser deems material in deciding on the advisability of investing in the Shares.
The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company, and to obtain additional
information to the extent the Company possesses or can reasonably obtain the requested information.
(e) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon or
made any recommendation or endorsement of the Shares.
(f) The
Purchaser understands that the Shares have not been registered under the Securities Act, by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy
of such Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are characterized as “restricted
securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the
Shares indefinitely unless the Shares are subsequently registered with the Commission and qualified by state authorities, or an exemption
from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to
register or qualify the Shares for resale. The Purchaser further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period
for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company
is under no obligation and may not be able to satisfy. The Purchaser understands that the book entries evidencing the Shares (or certificates)
may bear the following or substantially similar legend:
“The securities
represented hereby have not been registered under the Securities Act of 1933, as amended, and have been acquired for investment and not
with a view to, or in connection with, the sale or distribution thereof. No such transfer may be effected without an effective registration
statement related thereto or an opinion of counsel in a form satisfactory to the Company that such registration is not required under
the Securities Act of 1933, as amended. The securities may be pledged in connection with a bona fide margin account or other loan or
financing arrangement secured by the securities.”
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Securities
Laws Disclosure; Publicity. The Company shall within five Trading Days after the Closing Date issue a press release disclosing the
material terms of the transactions contemplated hereby, and file a Current Report on Form 6-K the content of the press release and
file as an exhibit thereto this Agreement with the Commission within the time required by the United States Federal securities laws.
4.2 Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital and/ debt repayments
purposes for the Company taken as a whole, including for the operations of the subsidiaries and affiliated entities in whatever jurisdiction
of their operation.
4.3 Listing
of Ordinary Shares. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the
Ordinary Shares on the Trading Market on which it is currently listed, and prior to the Closing.
ARTICLE V.
MISCELLANEOUS
5.1 Termination.
This Agreement may be terminated by the Purchaser as to the Purchaser’s obligations hereunder, provided, however,
that no such termination will affect the right of the Company to sue for any breach by the Purchaser. The Company may terminate this
Agreement at any time, for any reason, and the Purchaser will have no recourse other than to the return of any of the Subscription Amount
paid, without interest or deduction.
5.2 Entire
Agreement. This Agreement, together with any exhibits and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.3 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof.
[Signature Pages to
Follow]
(Signature Page -
Quality Reliance International Ltd’s Securities Purchase Agreement)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
| Origin AGRITECH LTD. |
|
Address for Notice: Origin
R&D
Centre, Xushuang Road,
Songzhuang Town, Tongzhou
District, Beijing China, 101119 |
| By: |
|
|
|
| |
Name: HAN GENGCHEN |
|
Email Address: |
| |
Title: CHAIRMAN |
|
|
IN
WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its respective authorized signatories
as of the date first indicated above.
Name of Purchaser:
QUALITY RELIANCE INTERNATIONAL LIMITED
Signature of
Purchaser: ___________________________
Email Address of
Authorized Signatory:
Address for Notice to Purchaser (will
be used for share registry with transfer agent):
Total Subscription Amount: $1,120,000
Subscription Price: USD$1.4 per share
Total Number of Shares: 800,000
Enclosures of Identify Documentation
of the person(s) signing for the Purchaser and the Certification of Incumbency of the Purchaser.
SCHEDULE:
| A. | DEPOSIT BANKING ACCOUNT
DETAILS: |
| Name of Bank (HK): |
HSBC (Hong Kong) Limited |
| Name of Beneficiary: |
ORIGIN AGRITECH LIMITED |
| Bank Account: |
|
| Bank Code: |
|
| SWIFT: |
HSBCHKHHHKH |
| Beneficiary Bank Add: |
HSBC Main Building, 1 Queen’s Road Central,
Hong Kong |
Or the payment could also be deposited
to any other bank account(s) as instructed by the Company.
Subscription Monies shall be paid by
installments.
| 1. | 10% of Subscription
Monies by February 28th 2026 |
– USD784,000 |
| 2. | 90% of Subscription Monies by August 31st 2026 |
– USD336,000 |
The Company shall arrange to issue physical
share certificates to the Purchaser upon receipt of share subscription monies.
