Yimutian raises $933K through convertible note

Yimutian Inc. adds a $933,333 senior convertible note due September 8, 2027 under its existing $30 million securities purchase agreement.

Rhea-AI Filing Summary

Yimutian Inc. (YMT) reports an additional financing closing under its existing Securities Purchase Agreement with an institutional investor. On September 8, 2026 the company issued and sold a new senior convertible promissory note (the “Second Additional Note”) with an original principal amount of $933,333, convertible into American depositary shares (ADSs).

The Second Additional Note has an initial conversion price of $2.12 per ADS and matures on September 8, 2027. Together with other notes under the agreement, it includes customary covenants limiting senior indebtedness, cash dividends, asset transfers, business changes and affiliate transactions, and it requires Yimutian to maintain at least $500,000 of available cash as of the last day of each six‑month period. Standard events of default include trading suspension, payment failures and bankruptcy, with default interest on any outstanding notes increasing to an annual rate of 19%. The notes and ADSs issuable upon conversion were offered and sold in a private placement relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Filing Explained

The September 8 closing adds convertible debt and potential ownership dilution, while the agreement permits up to 30 million dollars of principal.

As a Form 6-K interim report, the filing reports that on September 8, 2026, Yimutian issued and sold the investor a $933,333 senior convertible note. This adds debt now and creates a conversion route into ADSs; if conversion occurs and additional shares are issued, existing holders' percentage ownership would decrease absent offsetting changes.

The agreement allows up to $30,000,000 of aggregate principal, while the filing separately identifies prior notes of $3,370,000, $1,500,000 and $260,000, plus this closing; the filing does not say the full ceiling has been issued.

Each ADS represents 6,000 Class A ordinary shares, so conversion is an ADS-based mechanism with an underlying ordinary-share effect rather than an immediate issuance of those shares. The next specified lifecycle date is the note's September 8, 2027 maturity.

Key Figures

Second Additional Note principal: $933,333 Maximum aggregate principal under Securities Purchase Agreement: $30,000,000 Initial conversion price: $2.12 per ADS +5 more

8 metrics

Second Additional Note principal $933,333 Original principal amount of note issued September 8, 2026

Maximum aggregate principal under Securities Purchase Agreement $30,000,000 Total senior convertible promissory notes the company agreed it may issue

Initial conversion price $2.12 per ADS Conversion price for the Second Additional Note

ADS to ordinary share ratio 1 ADS = 6,000 Class A ordinary shares Each ADS represents 6,000 Class A ordinary shares, par value $0.00001

Par value per ordinary share $0.00001 per share Class A ordinary shares underlying the ADSs

Minimum available cash covenant $500,000 Required available cash as of the last calendar day of each six‑month period

Default interest rate 19% annually Interest rate on outstanding notes upon an Event of Default

Maturity date of Second Additional Note September 8, 2027 Maturity of the Second Additional Note issued September 8, 2026

Key Terms

senior convertible promissory note, American depositary shares, events of default, Regulation D, +1 more

5 terms

senior convertible promissory note financial

"aggregate principal amount of US$30,000,000 senior convertible promissory note"

American depositary shares financial

"convertible into American depositary shares of the Company"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

events of default financial

"standard and customary events of default including but not limited to"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Regulation D regulatory

"Rule 506(b) of Regulation D as promulgated by the SEC"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"exemption from securities registration afforded by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

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

What financing did Yimutian Inc. (YMT) announce in this September 2026 Form 6-K?

Yimutian Inc. issued and sold a new senior convertible promissory note, called the Second Additional Note, with an original principal amount of $933,333 to an investor under its existing Securities Purchase Agreement.

What are the key terms of YMT’s Second Additional Note issued on September 8, 2026?

The Second Additional Note has an original principal of $933,333, an initial conversion price of $2.12 per ADS, and a maturity date of September 8, 2027. It is a senior convertible promissory note issued to a single investor.

How can the new Yimutian (YMT) note be converted into equity?

The Second Additional Note is convertible into American depositary shares (ADSs) of Yimutian Inc. at an initial conversion price of $2.12 per ADS. Each ADS represents 6,000 Class A ordinary shares of the company.

What covenants apply to Yimutian Inc. under these senior convertible notes?

The notes include covenants limiting issuance of indebtedness senior to the notes, restricting cash dividends, asset transfers, changes in the business and affiliate transactions, and require Yimutian to maintain at least $500,000 of available cash as of the last day of each six‑month period.

What are the events of default and default interest rate for YMT’s notes?

Events of default include suspension or failure to list the company’s ADSs, failures to make payments when due, and the company’s bankruptcy or insolvency. Upon an Event of Default, interest on outstanding notes increases to an annual rate of 19%.

Under what securities law exemptions were Yimutian’s new note and ADSs offered?

The offer, issuance and sale of the notes, including the Second Additional Note, and the ADSs issuable upon conversion were made in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.

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

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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 September 2026

Commission File Number: 001-42760

Yimutian Inc.

(Registrant’s Name)

6/F, Building B-6, Block A Zhongguancun
Dongsheng Technology Campus No. 66
Xixiaokou Road
Haidian District, Beijing 100192
The People’s Republic of China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Additional Closing under Securities Purchase Agreement

As previously reported on the its report of foreign private issuer on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025, Yimutian Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a certain investor (the “Investor”) on December 8, 2025, pursuant to which the Company agreed to issue and sell up to an aggregate principal amount of US$30,000,000 senior convertible promissory note (the “Notes”), which are convertible into American depositary shares of the Company (“ADSs”), each representing 6,000 Class A ordinary shares of the Company, par value of US$0.00001 per share (the “Ordinary Shares”). Pursuant to the Securities Purchase Agreement, the Company issued and sold to the Investor a Note in the original principal amount of $3,370,000 (the “Initial Note”) on December 8, 2026, a Note in the original principal amount of $1,500,000 (the “Second Note”) on March 26, 2026, and a Note in the original principal amount of $260,000 (the “First Additional Note”) on July 13, 2026.

On September 8, 2026, the Company issued and sold to the Investor a Note in the original principal amount of $933,333 (the “Second Additional Note”) at another additional closing pursuant to the Securities Purchase Agreement. The Second Additional Note has an initial conversion price of $2.12 per ADS and matures on September 8, 2027.

The Second Additional Note contains, and all other Notes contain or will contain, customary affirmative and negative covenants, including certain limitations on issuance of indebtedness senior to the Notes, restriction on payment of cash dividend, asset transfers and changes in the business and transactions with affiliates. They also require the Company to maintain a balance of available cash in an aggregate amount no less than $500,000, as of the last calendar day of each successive six month period.

The Initial Note, Second Note, First Additional Note and Second Additional Note contain, and any other Notes will contain, standard and customary events of default including but not limited to: (i) the suspension from trading or the failure to list the Company’s ADSs within certain time periods; (ii) failure to make payments when due under the Notes for a period of time; and (iii) bankruptcy or insolvency of the Company. The interest rate of any outstanding Notes will increase to an annual rate of 19% upon the occurrence of an Event of Default (as defined in the Notes).

The offer, issuance and sale of the Notes, including the Second Additional Note, and the ADSs issuable upon conversion of the Notes, including the Second Additional Note, was made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.

A copy of the Securities Purchase Agreement and form of Second Additional Note are included as Exhibits 10.1 and 10.2, respectively, to this report of foreign private issuer on Form 6-K, and the foregoing descriptions of the Securities Purchase Agreement and Second Additional Note are qualified in their entirety by reference thereto.

1 

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement dated as of December 8, 2025 (incorporated by reference to Exhibit 10.1 of our Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on December 9, 2025).
10.2		Form of Second Additional Note, issued on September 8, 2026.

2 

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.

	Yimutian Inc.
	By	/s/ Shijie Chen
	Name:	Shijie Chen
	Title:	Director and Chief Financial Officer

Date: September 8, 2026

3 

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.2 FORM OF SECOND ADDITIONAL NOTE, ISSUED ON SEPTEMBER 8, 2026 275.0 KB