Origin Agritech completes $2.8M private placement

The ordinary shares are restricted securities, and Origin has no obligation to register them for resale.

Rhea-AI Filing Summary

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.

Key Figures

Ordinary shares issued: 2,000,000 shares Price per share: US$1.40 per share Gross subscription amount: US$2,800,000 +2 more

5 metrics

Ordinary shares issued 2,000,000 shares Private placement completed September 16, 2026

Price per share US$1.40 per share Private placement

Gross subscription amount US$2,800,000 Full amount received in two installments

Ordinary shares issued and outstanding before issuance 12,144,586 shares Immediately before the September 16, 2026 issuance

Ordinary shares issued and outstanding following issuance 14,144,586 shares Following the September 16, 2026 issuance

Key Terms

private placement, gross proceeds, restricted securities, exemption from the registration requirements

4 terms

private placement financial

"offered and sold in a private placement"

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.

gross proceeds financial

"total gross proceeds of US$2,800,000"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

restricted securities regulatory

"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.

exemption from the registration requirements regulatory

"pursuant to an exemption from the registration requirements"

An exemption from the registration requirements is a legal allowance that lets a company or investor sell securities without completing the full public registration process normally required by regulators. It matters to investors because it can speed up transactions and lower costs but usually comes with fewer public disclosures and different resale limits, so it affects how easy it is to trade the securities and how much verified information is available—like taking a shortcut that may save time but offers less visibility.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did SEED receive from the private placement?

Origin received the full US$2,800,000 gross subscription amount for 2,000,000 ordinary shares sold at US$1.40 per share. The investors were two individuals and one investment company under three Securities Purchase Agreements.

When did SEED issue the private-placement shares?

Origin issued all 2,000,000 shares on September 16, 2026. Immediately before issuance, it had 12,144,586 ordinary shares issued and outstanding; following issuance, it had 14,144,586.

How does SEED intend to use the private-placement proceeds?

Origin intends to use net proceeds for general working capital, research and development expansion, and debt repayment, including research and development operations of subsidiaries and affiliated entities. It expects to prioritize working capital and research and development spending.

Can the SEED private-placement shares be resold in the United States?

The ordinary shares are restricted securities and may not be offered or sold in the United States absent registration or an available exemption from registration. Origin has no obligation to register the shares for resale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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Available on EDGAR 10/13/2026 - 07:01 AM EDT Accepted by SEC EDGAR 10/13/2026 - 07:00 AM EDT Learn about SEC filing dates

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 OCTOBER 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-________

Completion of Sale of Securities

As previously reported in the Report on Form 6-K furnished by Origin Agritech Limited (the "Company") to the Securities and Exchange Commission on February 2, 2026, on February 1, 2026, the Company entered into three Securities Purchase Agreements with two individual investors and one investment company for the sale of 2,000,000 ordinary shares, no par value, at a price of US$1.40 per share, for total gross proceeds of US$2,800,000, payable in two installments.

The Company received the first installment in February 2026 and the second installment on August 31st, 2026, and has received the full subscription amount of US$2,800,000. On September 16, 2026, the Company issued the 2,000,000 ordinary shares to the investors, registered in the investors' names with the Company's transfer agent by book entry. Immediately before the issuance, the Company had 12,144,586 ordinary shares issued and outstanding. Following the issuance, the Company has 14,144,586 ordinary shares issued and outstanding. No warrants were issued and no placement agent fees were paid in connection with the sale. To the Company's knowledge, none of the investors is an affiliate of the Company or any of its directors or executive officers.

The ordinary shares were offered and sold in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The ordinary shares have not been registered under the Securities Act, are "restricted securities," and may not be offered or sold in the United States absent registration or an available exemption from registration. The Company has no obligation to register the ordinary shares for resale.

The Company intends to use the net proceeds for general working capital, expansion of its research and development activities, including the operations of its subsidiaries and affiliated entities, and repayment of debt, and expects to prioritize working capital and research and development spending.

On October 13, 2026, the Company issued a press release announcing completion of the sale. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K.

Exhibits

Exhibit No.		Description
99.1		Press release dated October 13, 2026: "Origin Agritech Receives Full US$2.8 Million from Previously Announced Private Placement at US$1.40 Per Share"

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: October 13, 2026

Exhibit 99.1

Origin Agritech Receives Full US$2.8 Million from Previously Announced Private Placement at US$1.40 Per Share

No warrants and no placement agent fees; proceeds fund working capital, R&D, and debt reduction ahead of the Company's fiscal 2027 commercialization programs

BEIJING, October 13, 2026 (GLOBE NEWSWIRE) -- Origin Agritech Limited (NASDAQ: SEED) ("Origin" or the "Company"), a leading Chinese agricultural technology company, today announced that it has received the full US$2,800,000 gross subscription amount from its previously announced private placement of 2,000,000 ordinary shares at US$1.40 per share and has issued all of the shares to the investors. The investors, two individuals and one investment company, purchased under three Securities Purchase Agreements dated February 1, 2026, each on the same terms and at the same price.

The placement carried no warrants and no placement agent fees, so substantially all of the proceeds go to the business. The completed placement adds to the Company's resources following the recent sale of its subsidiary, Xinjiang Originbo, and the leaseback of that seed production facility. This arrangement keeps Origin's production capacity and main personnel in place.

"We raised this capital at US$1.40 per share with no warrants and no intermediaries taking a cut, so nearly every dollar goes to work," said Weibin Yan, Chief Executive Officer of Origin. "With our Xinjiang production base running under the leaseback, we are putting these funds behind the breeding and trait programs in our commercial pipeline and the working capital to bring those varieties to market. We thank our investors, who took the time to understand a seed and biotechnology business before they committed."

Transaction Summary

· Shares issued: 2,000,000 ordinary shares, no par value

· Price: US$1.40 per share

· Gross proceeds: US$2,800,000, received in full

· Warrants and placement agent fees: none

· Investors: two individual investors and one investment company, under three Securities Purchase Agreements dated February 1, 2026, each on the same terms and price; to the Company's knowledge, none is an affiliate of the Company or any of its directors or executive officers

· Board approval: December 12, 2025

· Ordinary shares outstanding: 12,144,586 before the issuance and 14,144,586 after

· Share registration: registered in the investors' names with the Company's transfer agent by book entry, with physical certificates available on request

· Use of proceeds: general working capital, expansion of research and development activities, including the operations of the Company's subsidiaries and affiliated entities, and repayment of debt; the Company expects to prioritize working capital and R&D

The Company furnished the forms of the three Securities Purchase Agreements to the U.S. Securities and Exchange Commission (the "SEC") as exhibits to its Form 6-K dated February 2, 2026, available at: https://www.sec.gov/Archives/edgar/data/1321851/000110465926009252/tm264783d1_6k.htm.

About Origin Agritech Limited

Origin Agritech Limited, founded in 1997 and headquartered at the Origin R&D Center in Songzhuang, Tongzhou, Beijing, is a leading Chinese agricultural technology company. In crop seed biotechnology, Origin Agritech's phytase corn was the first transgenic corn to receive a Biosafety Certificate from China's Ministry of Agriculture. Over the years, Origin has established a robust biotechnology seed pipeline, including products with glyphosate tolerance and Bt (pest resistance) traits. For further information, please visit the Company's website at originagritech.com. The Company also maintains an X account to update investors on Company and industry developments, available at https://x.com/origin_agritech.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's intended use of proceeds, the timing and progress of its fiscal 2027 commercialization programs, the breeding and trait programs behind its commercial pipeline, expected revenue growth, regulatory and commercial milestones for new and biotechnology-derived varieties, operating expenses, and the Company's strategic plan and goals. Words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "would," "target," and similar expressions identify forward-looking statements. These statements involve known and unknown risks and uncertainties, including risks related to the Company's ability to deploy the net proceeds as intended, delays in or failure to achieve regulatory and commercial milestones, grower adoption of the Company's varieties, seed production yields and weather conditions, competitive variety introductions, pricing pressure in the Chinese seed market, regulatory and agricultural policy developments in China, currency fluctuation, and the Company's ability to fund and execute the plans described above, which may cause actual results to differ materially from those expressed or implied. Forward-looking statements are not guarantees of future performance. Origin Agritech undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws.

For more information, please contact:

Origin Agritech Limited Contact:

Kate Lang (Mandarin/English)

Director of Investor Relations

Phone: +86 186-1839-3368

Email: bing.lang@originseed.com.cn

Investor Relations Contact:

Matthew Abenante, IRC

President

Strategic Investor Relations LLC

Tel: 347-947-2093

Email: matthew@strategic-ir.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 17.1 KB