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
UNDER 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-________
Receipt of Nasdaq Notice Regarding Minimum Bid Price Requirement
On October 27, 2026, Origin Agritech Limited (the “Company”)
received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
stating that, for the last 30 consecutive business days, the closing bid price of the Company’s ordinary shares had been below the
minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the
“Minimum Bid Price Requirement”).
The Notice has no immediate effect on the listing of the Company’s
ordinary shares on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided
a compliance period of 180 calendar days, or until April 26, 2027, to regain compliance with the Minimum Bid Price Requirement. To
regain compliance, the closing bid price of the Company’s ordinary shares must be at least $1.00 per share for a minimum of ten
consecutive business days at any time during the compliance period, at which point Nasdaq will provide written confirmation of compliance
and the matter will be closed. Nasdaq may, in its discretion, require the Company to satisfy the Minimum Bid Price Requirement for a period
in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company
has demonstrated an ability to maintain long-term compliance.
If the Company does not regain compliance by April 26, 2027, the
Company may be eligible for an additional 180-calendar-day compliance period. To qualify, the Company will be required to meet the continued
listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with
the exception of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second
compliance period, or if it appears to Nasdaq that the Company will not be able to cure the deficiency, Nasdaq will provide written notice
that the Company’s ordinary shares are subject to delisting. At that time, the Company will be entitled to appeal the delisting
determination to a Nasdaq Hearings Panel.
The Company intends to actively monitor the closing bid price of its
ordinary shares and will consider available options to regain compliance with the Minimum Bid Price Requirement within the compliance
period, which may include, if necessary, effecting a reverse stock split. There can be no assurance that the Company will be able to regain
compliance with the Minimum Bid Price Requirement or maintain compliance with Nasdaq’s other continued listing requirements.
On October 30, 2026, the Company issued a press release announcing
its receipt of the Notice, as required by Nasdaq Listing Rule 5810(b). A copy of the press release is furnished as Exhibit 99.1
to this report on Form 6-K.
Forward-Looking Statements
This report on Form 6-K contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s intention to monitor
the bid price of its ordinary shares, its plans to regain compliance with the Minimum Bid Price Requirement, the potential for a reverse
stock split, the Company’s eligibility for an additional compliance period, and the continued listing of the Company’s ordinary
shares on The Nasdaq Capital Market. These statements involve known and unknown risks and uncertainties, including the market price and
trading volume of the Company’s ordinary shares, the Company’s ability to regain and maintain compliance with Nasdaq’s
continued listing requirements, and Nasdaq’s discretion in applying its listing rules, that may cause actual results to differ materially
from those expressed or implied by the forward-looking statements. The Company 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 applicable law.
SIGNATURE
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: |
Weibin Yan |
| |
Title: |
Chief Executive Officer |
Date: October 30, 2026
EXHIBIT INDEX
| Exhibit No. |
| Description |
| |
| |
| 99.1 |
| Press release dated October 30, 2026, titled “Origin Agritech Announces Receipt of Nasdaq Notice Regarding Minimum Bid
Price Requirement” |
Exhibit 99.1
Origin Agritech Announces Receipt of Nasdaq
Notice Regarding Minimum Bid Price Requirement
BEIJING, October 30, 2026 (GLOBE NEWSWIRE)
-- Origin Agritech Limited (NASDAQ: SEED) ("Origin" or the "Company"), a leading Chinese agricultural technology company,
today announced that on October 27, 2026, it received a written notice (the "Notice") from the Listing Qualifications Department
of The Nasdaq Stock Market LLC ("Nasdaq") stating that, for the last 30 consecutive business days, the closing bid price of
the Company’s ordinary shares had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market
under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement").
The Notice has no immediate effect on the listing
of the Company’s ordinary shares, which will continue to trade on The Nasdaq Capital Market under the symbol "SEED."
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided a compliance period of 180 calendar days, or until April 26, 2027, to regain compliance with the Minimum
Bid Price Requirement. To regain compliance, the closing bid price of the Company’s ordinary shares must be at least $1.00 per share
for at least 10 consecutive business days during the compliance period. If the minimum closing bid price is met, Nasdaq will provide written
confirmation of compliance, and the matter will be closed. Nasdaq may, in its discretion, require the Company to maintain a closing bid
price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business
days, before determining that the Company has demonstrated an ability to maintain long-term compliance.
If the Company does not regain compliance by April 26,
2027, the Company may be eligible for an additional 180-calendar-day compliance period. To qualify, the Company will be required to meet
the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the bid price requirement, and will need to provide written Notice to Nasdaq of its intention to cure the
deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for
the second compliance period, or if it appears to Nasdaq that the Company will not be able to cure the deficiency, Nasdaq will provide
written Notice that the Company’s ordinary shares are subject to delisting. At that time, the Company will be entitled to appeal
the delisting determination to a Nasdaq Hearings Panel.
The Company intends to actively monitor the closing
bid price of its ordinary shares and will consider available options to regain compliance with the Minimum Bid Price Requirement within
the compliance period, which may include, if necessary, effecting a reverse stock split. There can be no assurance, however, that the
Company will be able to regain compliance with the Minimum Bid Price Requirement or maintain compliance with Nasdaq’s other continued
listing requirements.
This press release is being issued in accordance
with Nasdaq Listing Rule 5810(b), which requires the Company to publicly disclose its receipt of the Notice. The Company will also
furnish a copy of this press release to the U.S. Securities and Exchange Commission on Form 6-K.
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 https://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 intention
to monitor the bid price of its ordinary shares, its plans to regain compliance with the Minimum Bid Price Requirement, the potential
for a reverse stock split, the Company’s eligibility for an additional compliance period, and the continued listing of the Company’s
ordinary shares on The Nasdaq Capital Market.
Words such as "expect," "anticipate,"
"intend," "plan," "believe," "seek," "will," "would," "may," "target,"
and similar expressions identify forward-looking statements. These statements involve known and unknown risks and uncertainties, including
the market price and trading volume of the Company’s ordinary shares, the Company’s ability to regain and maintain compliance
with Nasdaq’s continued listing requirements, the outcome of any action the Company may take to regain compliance, Nasdaq’s
discretion in applying its listing rules, regulatory and agricultural policy developments in China, and the Company’s ability to
fund and execute its plans. These and other factors may cause actual results to differ materially from those expressed or implied by the
forward-looking statements.
There can be no assurance that the Company will
regain compliance with the Minimum Bid Price Requirement within the compliance period, that the Company will qualify for any additional
compliance period, or that the Company’s ordinary shares will remain listed on The Nasdaq Capital Market.
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
