Business Context and Reporting Period
Company: Origin Agritech Limited
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: Month of July 2026
Date of Filing: July 31, 2026
Principal Executive Office: Beijing, China
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The primary financial disclosure relates to a capital raise event:
- Debt Issuance: Senior Convertible Promissory Note in the principal amount of RMB 15,000,000 (approximately US$2,050,000).
- Interest Rate: 3.98% per annum (accrues only upon repayment, conversion, or maturity).
- Use of Proceeds: General working capital for the PRC operating affiliate, Hainan Aoyu Biotechnology Co., Ltd.
- Outstanding Equity: 12,143,526 ordinary shares issued and outstanding as of July 31, 2026 (excluding options, warrants, and other convertibles).
Material Changes
The material change reported is the approval and issuance of the Senior Convertible Promissory Note on July 16, 2026, to an individual investor. This represents a new liability and potential future equity dilution.
Guidance, Outlook, and Terms
Instrument Terms:
- Maturity: Three years from the Final Funding Date (July 16, 2026).
- Conversion: Investor may convert principal into Common Stock at US$1.50 per share, subject to anti-dilution adjustments.
- Repayment: Investor may require cash repayment after the first anniversary of the funding date; Company may prepay without penalty subject to majority holder consent.
- Security Status: Unsecured.
- Lock-up: Shares issued upon conversion are subject to a six-month lock-up period.
Regulatory Status: Issued as a private placement pursuant to an exemption from registration under the Securities Act of 1933; shares are restricted securities.
Investor Verification Checklist
- Verify the identity of the individual investor ("Purchaser") and any related party status.
- Confirm the exact conversion price of US$1.50 and the specific anti-dilution adjustment mechanisms in the attached Exhibit 4.1.
- Assess the Company's liquidity position to determine ability to repay the note if the investor exercises the repayment option after the first anniversary.
- Review the impact of potential conversion on existing shareholder dilution given the current share count of 12,143,526.
- Confirm the utilization of proceeds by the PRC affiliate, Hainan Aoyu Biotechnology Co., Ltd.