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 SEPTEMBER 2025
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.
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-
Modification of Securities Sale Agreement
On August 21, 2024, the Company entered into a share
sale agreement with two investors, which was modified as of September 29, 2025. Under the modification the Company will sell an
aggregate of 1,234,300 ordinary shares to two investors pursuant to the securities purchase agreement at an adjusted purchase price per
ordinary share of $1.20. The consideration for the shares will be an aggregate of USD$1,481,250, for these shares. The shares are being
issued as restricted stock pursuant to an exemption from the Securities Act of 1933, as amended, without registration rights. The original
securities purchase agreement was filed with the Company’s Form 20F Annual Report for the fiscal year ended September 30,
2024, as exhibit 4.19. The modification agreement is filed herewith as Exhibit 4.1.
Sale of Securities to Director / Chief Executive Officer
On September 11, 2025, the Board of Directors approved
the sale of 2,000,000 ordinary shares to Mr. Yan Weibin, the Chief Executive Officer and a Director of the Company at a purchase
price of $1.20, for gross proceeds of $2,400,000. The use of proceeds is for general corporate purposes and repayment of outstanding debt.
The securities purchase agreement was entered into as of September 29, 2025. The shares are being issued as restricted stock pursuant
to an exemption from the Securities Act of 1933, as amended, without registration rights. The securities purchase agreement is attached
hereto as Exhibit 4.2.
Director Compensation Plan
On September 11, 2025, the Board of Directors adopted
a new remuneration plan for the independent directors. Each non-employee director and the Chairman of each of the Nomination and Compensation
Committee will receive a yearly payment of USD$18,000, plus 2,000 shares and 2,000 options under the 2024 Performance Equity Plan, as
amended (“the Plan”).. The Chairman of the Audit Committee will receive a yearly payment of USD$30,000 plus 2,000 shares and
2,000 options under the Plan.
Exhibits
| 4.1 |
| Form of August 2024 Securities Purchase Agreement
Modification dated September 29, 2025. |
| |
| |
| 4.2 |
| Form of
Securities Purchase Agreement with Chief Executive Officer dated September 29, 2025 |
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: September 30, 2025
