Origin Agritech (SEED) raises equity via CEO, investor deals and revamps director compensation

Rhea-AI Filing Summary

Origin Agritech Limited reports several corporate actions involving new share issuances and director compensation. The company modified an existing August 2024 share sale agreement so it will now sell an aggregate of 1,234,300 ordinary shares to two investors at an adjusted price of $1.20 per share, for total consideration of USD$1,481,250. These shares are being issued as restricted stock under an exemption from the Securities Act of 1933, without registration rights.

The Board also approved the sale of 2,000,000 ordinary shares to Chief Executive Officer and Director Mr. Yan Weibin at $1.20 per share, for gross proceeds of $2,400,000. The company plans to use these proceeds for general corporate purposes and repayment of outstanding debt. In addition, the Board adopted a new remuneration plan for independent directors under the 2024 Performance Equity Plan, providing yearly cash payments of USD$18,000 plus 2,000 shares and 2,000 options for each non‑employee director and certain committee chairs, and USD$30,000 plus 2,000 shares and 2,000 options for the Audit Committee Chairman.

Insights

Equity & Governance Analyst

Origin raises cash via private share sales and updates director pay, adding some dilution and strengthening insider alignment.

Origin Agritech is using exempt private transactions to raise equity capital and formalize board compensation. The modification to the August 2024 agreement fixes terms for 1,234,300 ordinary shares at $1.20 per share, for stated consideration of USD$1,481,250, issued as restricted stock without registration rights. This locks in pricing for the two investors and represents additional equity being placed privately.

A further 2,000,000 ordinary shares are being sold to CEO and director Yan Weibin at $1.20 per share, generating $2,400,000 in gross proceeds. The company states these funds will be used for general corporate purposes and repayment of outstanding debt, indicating a focus on liquidity and balance sheet support while increasing insider ownership. The new director remuneration plan adds structured cash retainers of USD$18,000 or USD$30,000 plus 2,000 shares and 2,000 options per independent director role under the 2024 Performance Equity Plan, which ties board compensation partly to equity performance.

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

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.

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-

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

FAQ

What equity financing did Origin Agritech (SEED) disclose in this Form 6-K?

Origin Agritech disclosed a modification to an August 2024 share sale agreement under which it will sell an aggregate of 1,234,300 ordinary shares to two investors at $1.20 per share, for total consideration of USD$1,481,250, issued as restricted stock under an exemption from the Securities Act of 1933 without registration rights.

How many Origin Agritech (SEED) shares are being sold to the CEO and at what price?

The Board approved the sale of 2,000,000 ordinary shares of Origin Agritech to Chief Executive Officer and Director Mr. Yan Weibin at a purchase price of $1.20 per share, for gross proceeds of $2,400,000.

What will Origin Agritech (SEED) use the proceeds from the CEO share sale for?

Origin Agritech states that the $2,400,000 in gross proceeds from the sale of 2,000,000 shares to CEO Yan Weibin will be used for general corporate purposes and repayment of outstanding debt.

Are the new Origin Agritech (SEED) shares issued in these transactions registered with the SEC?

No. The shares in both the modified investor share sale and the CEO share purchase are being issued as restricted stock pursuant to an exemption from the Securities Act of 1933, as amended, and are described as being issued without registration rights.

What changes did Origin Agritech (SEED) make to independent director compensation?

Origin Agritech’s Board adopted a new remuneration plan under the 2024 Performance Equity Plan. 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. The Chairman of the Audit Committee will receive a yearly payment of USD$30,000 plus 2,000 shares and 2,000 options.

Which agreements related to these Origin Agritech (SEED) transactions are attached as exhibits?

The Form 6-K attaches as exhibits the Form of August 2024 Securities Purchase Agreement Modification dated September 29, 2025 (Exhibit 4.1) and the Form of Securities Purchase Agreement with the Chief Executive Officer dated September 29, 2025 (Exhibit 4.2).