Origin Agritech (NASDAQ: SEED) issues $2.05M senior convertible note

Rhea-AI Filing Summary

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.

Filing Explained

The note is issued, but dilution is conditional: conversion would add shares; otherwise the purchaser may demand cash repayment after the first anniversary.

As a Form 6-K interim report, the company discloses approval and issuance of a senior convertible promissory note dated June 30, 2026, with July 16 as its funding date. The note creates conditional dilution exposure: conversion would add ordinary shares and reduce existing holders’ percentage ownership, while after the first anniversary the purchaser may instead require cash repayment.

The note is unsecured, and interest accrues and is payable only if and when the purchaser elects cash repayment, conversion, or repayment at maturity.

Key Figures

Note principal: RMB 15,000,000 Approximate principal in USD: US$2,050,000 Interest rate: 3.98% per annum +4 more

7 metrics

Note principal RMB 15,000,000 Senior Convertible Promissory Note issued to an individual investor

Approximate principal in USD US$2,050,000 Approximate U.S. dollar equivalent of the note principal

Interest rate 3.98% per annum Interest on the Senior Convertible Promissory Note, 365-day basis

Note term three years Matures three years from the Final Funding Date

Conversion price US$1.50 per share Price per ordinary share for conversion of the note principal

Lock-up period six months Duration that conversion shares cannot be sold or transferred after issuance

Shares outstanding 12,143,526 ordinary shares Issued and outstanding as of July 31, 2026

Key Terms

Senior Convertible Promissory Note, anti-dilution adjustments, lock-up period, private placement, +1 more

5 terms

Senior Convertible Promissory Note financial

"approved the issuance of a Senior Convertible Promissory Note"

anti-dilution adjustments financial

"at a conversion price of US$1.50 per share, subject to customary anti-dilution adjustments"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

lock-up period regulatory

"will be subject to a lock-up period of six months from the date of issuance"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

private placement regulatory

"were made as a private placement pursuant to an exemption"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

restricted securities regulatory

"the Note and such shares are restricted securities"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

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FAQ

What financing did Origin Agritech (SEED) complete in July 2026?

Origin Agritech completed a Senior Convertible Promissory Note financing with principal of RMB 15,000,000 (approximately US$2,050,000). The unsecured note was funded on July 16, 2026, with proceeds directed to Hainan Aoyu Biotechnology for general working capital needs.

What are the key terms of Origin Agritech's (SEED) senior convertible note?

The note has RMB 15,000,000 principal, a 3.98% annual interest rate and matures three years after the Final Funding Date. It is unsecured, issued to an individual investor, and proceeds support the PRC operating affiliate’s general working capital.

At what price can Origin Agritech (SEED) note principal be converted into shares?

The investor may convert the outstanding principal into ordinary shares at a conversion price of US$1.50 per share. Conversion is permitted from the Final Funding Date until maturity, and the price is subject to customary anti-dilution adjustments.

When can the investor demand cash repayment of Origin Agritech's (SEED) note?

After the first anniversary of the Final Funding Date, the investor can require cash repayment of all or part of the principal plus accrued interest. Origin Agritech must make any such repayment within thirty business days of receiving written notice.

How many Origin Agritech (SEED) shares are outstanding following this note issuance?

As of July 31, 2026, Origin Agritech reported 12,143,526 ordinary shares issued and outstanding. This total excludes any shares that may later be issued under options, warrants or conversion of the new senior convertible promissory note.

What transfer restrictions apply to shares issued from Origin Agritech's (SEED) convertible note?

Any ordinary shares issued upon conversion are subject to a six-month lock-up from issuance. During this period, they generally cannot be sold, transferred, pledged or otherwise disposed of and are treated as restricted securities from a private placement.

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF JULY 2026

COMMISSION FILE NUMBER 000-51576

ORIGIN AGRITECH LIMITED

(Translation of registrant's name into English)

Origin R&D Center, Shuangbutou Village,

Xushuang Road, Songzhuang Town

Tongzhou District. Beijing China 101119

(Address of principal executive office)

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): ¨

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.

Yes ¨ No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82

Issuance of Senior Convertible Promissory Note

On July 16th, 2026, the Board of Directors of Origin Agritech Limited (the "Company") approved the issuance of a Senior Convertible Promissory Note (the "Note") in the principal amount of RMB 15,000,000 (approximately US$2,050,000) to an individual investor(the "Purchaser"). The Note is dated as of June 30, 2026, with a funding date as of July 16, 2026. The proceeds of the Note will be paid to Hainan Aoyu Biotechnology Co., Ltd., the Company's PRC operating affiliate, and will be used for general working capital purposes.

The Note bears interest at a rate of 3.98% per annum, calculated on the basis of a 365-day year for the actual number of days elapsed, provided that interest shall accrue and be payable only if and when the Purchaser elects to require repayment of all or part of the principal amount in cash, on conversion or at maturity. The Note matures three years from the date on which the entire principal amount is funded by the Purchaser (the "Final Funding Date"). At any time from the Final Funding Date until the maturity date, the Purchaser has the right to convert all or any portion of the outstanding principal amount into fully paid and non-assessable ordinary shares of the Company (the "Common Stock") at a conversion price of US$1.50 per share, subject to customary anti-dilution adjustments. After the first anniversary of the Final Funding Date, the Purchaser may, at its sole discretion, require the Company to repay all or any portion of the outstanding principal amount in cash, together with accrued interest, by delivering a written notice to the Company, and the Company shall make such repayment within thirty business days. The Company may prepay all or any part of the outstanding principal amount at any time without penalty, subject to the prior written consent of the holders of a majority of the aggregate outstanding principal amount. The Note is unsecured. The shares of Common Stock issuable upon conversion of the Note will be subject to a lock-up period of six months from the date of issuance, during which such shares may not be sold, transferred, pledged or otherwise disposed of, except with the prior written consent of the Company or as otherwise permitted by applicable securities laws.

The issuance of the Note and the shares of Common Stock issuable upon conversion thereof were made as a private placement pursuant to an exemption from registration under the Securities Act of 1933, as amended, and the Note and such shares are restricted securities.

The form of the Senior Convertible Promissory Note is attached hereto as Exhibit 4.1. The above disclosure is qualified by reference to the Note form attached hereto.

As of the date, July 31st, 2026, there are 12,143,526 ordinary shares issued and outstanding, excluding shares that may be issued pursuant to outstanding options, warrants and other convertible securities.

Exhibits

4.1 Form of the Senior Convertible Promissory Note dated as of June 30, 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.

	ORIGIN AGRITECH LIMITED
	By:	/s/ Weibin Yan
	Name:	Mr. Weibin Yan
	Title:	Chief Executive Officer
Dated: July 31, 2026

Filing Exhibits & Attachments

1 document

Other Documents

• EX-4.1 EXHIBIT 4.1 55.2 KB