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: 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 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,
2025, a Note in the original principal amount of $1,500,000 (the “Second Note”) on March 25, 2026, a Note in the original
principal amount of $260,000 (the “First Additional Note”) on July 13, 2026, and a Note in the original principal amount of
$933,333 (the “Second Additional Note”) on September 8, 2026.
On
October 23, 2026, the Company issued and sold to the Investor a Note in the original principal amount of $2,500,000 (the “Third
Additional Note”) at another additional closing pursuant to the Securities Purchase Agreement. The Third Additional Note has an
initial conversion price of $0.5378 per ADS and matures on October 23, 2027.
The
Third 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, Second Additional Note and Third 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 Third Additional Note, and the ADSs issuable upon conversion of the Notes, including
the Third 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 Third 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 Third Additional
Note are qualified in their entirety by reference thereto.
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 Third Additional Note, issued on October 23, 2026. |
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: October 23, 2026
