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6-K

Origin Agritech LTD (SEED)

6-K 2025-06-26 For: 2025-06-26
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Added on April 11, 2026

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 JUNE 2025

COMMISSION FILE NUMBER 000-51576

ORIGIN AGRITECHLIMITED

(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-Fx      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-

Unaudited Results of Operations

Furnished herewith on behalf of the Company are the following:

(a) Financial Results Overview
(b) Unaudited Financial Statements:
--- ---
- Condensed Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Six Months Ended March 31, 2024 and 2025
--- ---
- Condensed Consolidated Balance Sheets as of September 30, 2024 and March 31, 2025 (Unaudited)
--- ---
- Condensed Consolidated Statements of Shareholders’ Deficit (Unaudited) for the Six Months Ended March 31, 2024 and 2025
--- ---
- Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended March 31, 2024 and 2025
--- ---
- Notes to Condensed Consolidated Financial Statements (Unaudited)
--- ---

Origin Agritech Limited has issued its unaudited financial results for the six months ended March 31, 2025. See the attached Exhibit 99.1.

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<br> AGRITECH LIMITED
By: /s/<br> Weibin Yan
Name: Mr. Weibin<br> Yan
Title: Chief<br> Executive Officer

Dated: June 26, 2025

Exhibit Index

The following exhibits are filed as part of this Form 6-K

Exhibit No. Description of Exhibit
99.1 Unaudited Financial Results for the six months ended<br> March 31, 2025

Exhibit 99.1

Origin Agritech Limited (“Origin” or the “Company”), an agriculture technology company in China, is filing its unaudited financial results for the first half of FY2025 ended March 31, 2025, prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP).

FINANCIAL RESULTS OVERVIEW

The Company reported net revenue of RMB72.3 million (US$10.1 million) during the first half year of FY2025, compared to RMB92.0 million for the first half year of FY2024. The decline in revenue was due to the halt of partial production lines at the Xinjiang factory, the implementation of equipment upgrades, and technical renovation on the production lines, resulting in reduced production capacity and consequently decreased revenue during this period. Some of our proprietary products experienced sales declines due to market cycle impacts. Meanwhile, newly launched products this year are still in the market cultivation stage, with channel penetration rates and consumer awareness yet to be fully developed.

Total operating expenses for the first half year of FY2025 were RMB32.8 million (US$4.56 million), up 144% from RMB13.4 million for the same period a year ago. The increase was the result of, (i) Selling and marketing expenses for the first half year of FY2025 were RMB2.6 million (US$0.4 million), compared to RMB3.5 million a year ago; (ii) General and administrative expenses increased 273% to RMB25.0 million (US$ 3.5 million), up from RMB6.7 million a year ago; (iii). Research and development expenses for the first half year of FY2025 were RMB5.2 million (US$0.7 million), up 60% from RMB3.2 million a year ago. Research and development expenses increased due to the development of new proprietary products.

Total operating loss for the first half year of FY2025 was RMB24.7 million (US$3.4 million), compared to total operating income of RMB4.3 million reported a year ago.

The interest expense during the first half year of FY2025 was RMB0.46 million (US$64,000), compared to interest expense of RMB0.43 million reported a year ago. There was no rental income during the first half year of FY2024 and FY2025.

Net loss attributable to the Company for the first half year of FY2025 was recorded at RMB25.6 million (US$3.6 million), compared to the net profit of RMB1.4 million a year ago.

Loss per ordinary share for the first half of FY2025 was RMB3.55 (or US$0.5), compared to the income per share of RMB0.21 during the same period a year ago.

Balance Sheet

As of March 31, 2025, cash and cash equivalents were RMB2.4 million (US$0.33 million), a decrease of RMB6.0 million from the cash and cash equivalents of RMB8.4 million as of September 30, 2024.

As of March 31, 2025, total liabilities were RMB151.3 million, in which total current liabilities were RMB145.6 million (US$20.3 million) and long term liabilities were RMB5.7 million.

As of March 31, 2025, total assets were RMB88 million (US$12.4 million), in which total current assets were RMB62.3 million (US$8.6 million), and non-current assets were RMB26.5 million (US$3.7 million).

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVEINCOME (LOSS) (UNAUDITED)

Six Months Ended March 31,
2024 2025 2025
RMB'000 RMB'000 '000
Notes (Unaudited) (Unaudited) (Unaudited)
Revenues 92,040 72,341
Cost of revenues (74,335 ) (64,240 ) )
Gross profit 17,705 8,101
Operating expenses:
Selling and marketing (3,519 ) (2,640 ) )
General and administrative (6,704 ) (24,978 ) )
Research and development (3,220 ) (5,153 ) )
Total operating expenses, net (13,443 ) (32,771 ) )
Income (loss) from operations 4,262 (24,670 ) )
Interest expense, net (428 ) (461 ) )
Other non-operating income, net 1,491 328
Income before income taxes from operations 5,325 (24,803 ) )
Income tax expense 1 (39 ) (34 ) )
Net income 5,286 (24,837 ) )
Less: Net income attributable to non-controlling interests 3,931 747
Net income (loss) attributable to Origin Agritech Ltd. 1,355 (25,584 ) )
Other comprehensive income (loss):
Net income 5,286 (24,837 ) )
Foreign currency translation difference 104 (295 ) )
Comprehensive income 5,390 (25,132 ) )
Less: Comprehensive loss attributable to non-controlling interests 3,931 747
Comprehensive income (loss) attributable to Origin 1,459 (25,879 ) )
Basic and diluted net loss per share attributable to Origin Agritech Limited 2 0.21 (3.55 ) )
Shares used in calculating basic and diluted net income (loss) per share 6,321,107 7,198,422

All values are in US Dollars.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

3/31/2024 9/30/2024 3/31/2025
RMB'000 RMB'000 RMB'000 US'000
Notes (Unaudited) (Audited) (Unaudited) (Unaudited)
Assets
Current assets:
Cash and cash equivalents 10,416 8,375 2,400
Accounts receivable 4,124 4,032 5,790
Due from related parties 3 23,411 8,636 8,018
Advances to suppliers 4 49,192 65,076 35,015
Inventories 5 25,697 12,874 9,320
Other current assets 6 10,998 755 1,717
Total current assets 123,838 99,748 62,260
Land use rights, net 3,225 3,192 -
Plant and equipment, net 7 22,616 28,301 23,023
Long-term investment 8 67,484 - -
Acquired intangible assets, net - - 1,662
Lease Asset 627 321 128
Other assets 5,625 - 1,638
Total assets 223,415 131,562 88,711
Liabilities, minority interests and shareholders’equity
Current liabilities:
Borrowings 9 - 4,950 4,950
Accounts payable 11,338 8,469 9,795
Due to growers 216 - -
Due to related parties 3 172,139 27,029 24,612
Contract liabilities 84,653 78,694 43,212
Income tax payable 871 807 764
Lease Liability - current 113 63 63
Other payables and accrued expenses 10 24,322 64,271 62,266
Total current liabilities 293,652 184,283 145,662
Lease Liability - noncurrent 128 65 65
Other long-term liability 11 5,995 5,813 5,632
Total liabilities 299,775 190,161 151,359
Shareholders’ equity (deficit):
Additional paid-in capital 573,289 578,512 604,524
Retained deficit (600,211 ) (580,854 ) (606,438 ) )
Treasury stock at cost (20,523 and 20,523 shares as of
March 31, 2024 and 2025, respectively) (6,133 ) (6,133 ) (6,133 ) )
Accumulated other comprehensive loss (22,884 ) (22,816 ) (23,111 ) )
Total shareholders’ deficit (55,939 ) (31,291 ) (31,158 ) )
Non-controlling interest (20,421 ) (27,308 ) (31,490 ) )
Total equity deficit (76,360 ) (58,599 ) (62,648 ) )
Total liabilities and deficit 223,415 131,562 88,711

All values are in US Dollars.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT(UNAUDITED)

Accumulated
Additional Other Non-
Paid-in Accumulated Comprehensive Treasury controlling Total
Capital Deficit Loss Stock Interests Equity
Amount Unrestricted
RMB RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Balance<br> as of September 30, 2023 5,990,604 - 551,933 (656,898 ) (22,774 ) (6,133 ) (38,770 ) (172,642 )
Net<br> loss for the year (1,067 ) 6,288 5,221
Capital<br> contribution 5,575 5,575
Exercise<br> of share option 10,503 599 599
Issuance<br> of common shares 320,000 19,594 19,594
Translation<br> adjustments (325 ) (325 )
Balance<br> as of March 31, 2024 6,321,107 - 572,126 (657,965 ) (23,099 ) (6,133 ) (26,907 ) (141,978 )
Balance<br> as of September 30, 2024 6,561,107 - 578,512 (580,854 ) (22,816 ) (6,133 ) (27,308 ) (58,599 )
Net<br> loss for the year (25,584 ) 747 (24,837 )
Share-based<br> compensation expense 7,415 7,415
Business<br> disposal (4,629 ) (4,629 )
Dividend (300 ) (300 )
Issuance<br> of common shares 1,055,000 18,597 18,597
Translation<br> adjustments (295 ) (295 )
Balance<br> as of March 31, 2025 7,616,107 604,524 (606,438 ) (23,111 ) (6,133 ) (31,490 ) (62,648 )
In<br> US @ 7.1782 84,217 (84,483 ) (3,220 ) (854 ) (4,387 ) (8,727 )

All values are in US Dollars.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended March 31,
2024 2025
RMB'000 RMB'000
(Unaudited) (Unaudited)
Operating activities (12,094 ) (11,773 )
Investing activities:
Proceeds from other investment
Purchase of plant and equipment (984 ) (4,142 )
Net cash (used in) provided by investing activities (984 ) (4,142 )
Financing activities:
Proceeds from exercise of stock options
Proceeds from issuance of common stock 10,550
Proceeds from due to related parties 726 -
Repayment of due to related parties (554 ) (15 )
Dividends paid to minority shareholders (490 ) (300 )
Net cash provided by (used in) financing activities (318 ) 10,235
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of year 23,708 8,375
Effect of exchange rate changes on cash and cash equivalents 104 (295 )
Restricted cash
Cash and cash equivalents, end of the year 10,416 2,400

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. INCOME TAXES

Origin Agritech and its subsidiary, State Harvest are incorporated in the British Virgin Islands and are exempted from the income tax under the laws of the British Virgin Islands. State Harvest’s subsidiaries and State Harvest’s variable interest entity, Beijing Origin, and its majority-owned subsidiaries (together, the “PRC entities”) were incorporated in the PRC and governed by the PRC laws.

The applicable tax rates of the PRC Enterprise Income Tax (“EIT”) was changed from 33% to 25% on January 1, 2008, according to the Corporate Income Tax Law. The preferential tax rate previously enjoyed by the PRC entities is gradually transitioned to the new standard rate of 25% over a five-year transitional period. In addition, article 28 of the new tax law states that the income tax rate of a “high technology” company (high-tech status) will remain at 15%. Currently, the applicable tax rate applying on Origin Group Companies in PRC are mainly at 25%, whilst our Xingjiang operational company enjoys 15% preferential tax rate.

The Company’s liability for income taxes includes the liability for unrecognized tax benefits, interest, and penalties related to tax years, which are still subject to review by taxing authorities. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. Until March 31, 2025, the management considered that the Company had no uncertain tax positions affected its consolidated financial position. The Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities and the major one is the China tax authority. The open tax years for examinations in China are 5 years.

The current and deferred components of income tax expense are as follows:

March 31,
2024 2025
RMB'000 RMB'000
(Unaudited) (Unaudited)
Current income tax expense 39 34
Deferred income tax benefit - -
Total 39 34
2. INCOME/(LOSS) PER SHARE
--- ---

The following table sets forth the computation of basic and diluted loss per share for the years indicated:

Six months ended
March 31,
2024 2025
RMB'000 RMB'000
(Unaudited) (Unaudited)
Numerator:
Net income (loss) attributable to Origin Agritech Limited 1,355 (25,584 )
Denominator:
Average common stock outstanding - basic and Diluted 6,321,107 7,198,422
Basic and Diluted Per Share Data:
Basic and diluted income (loss) per share attributable to Origin Agritech Limited: 0.21 (3.55 )

For the six months ended March 31, 2024, the Company did not have any potential diluted shares. For the six months ended March 31, 2025, the effect of the outstanding options was anti-dilutive.

3. RELATED PARTY BALANCES AND TRANSACTIONS (In RMB’000)

(1) Related party relationships

Name of related parties Relationship
Beijing Shihui(i) Being owned by close family members of the Company’s Chairman
Linze Origin Seeds Ltd.(i) Being owned by close family members of the Company’s Chairman
Henan Yingde Agricultural Ltd. Being owned by close family members of the Company’s Chairman
Beijing Liantaide Biotechnology Co., Ltd. Being owned by close family members of the Company’s Chairman
Beijing Agrite Co., Ltd. Being owned by close family members of the Company’s Chairman
Fifth Division State-owned Assets Management and Operation Co., Ltd Being the non-controlling interest of Xinjiang Origin
Shareholders Non-controlling shareholders of Hubei Aoyu, Anhui Aoyu,<br> Xuzhou Aoyu, Shandong Aoruixinong, Henan Aoyu, Shandong Aoruixinong


(1) Due from related parties, net of bad debt allowance

September 30, March  31,
2024 2025
RMB'000 RMB'000
(Audited) (Unaudited)
Linze Origin Seeds Ltd 45 45
Beijing Shihui 17,060 17,060
Shareholders (Note i) 2,842 2,227
Beijing Liantaide (Note ii) 1,186 1,071
The Company’s Chairman 4,607 4,720
The Close family of the Company’s Chairman 6 5
Total 25,746 25,128
Allowance for doubtful account 17,110 17,110
Due from related parties, net 8,636 8,018

Note (i): As of March 31, 2025, due from shareholders was RMB2.2 million, which related to the sales of seeds amounting to RMB 726,000- and advances for business use purpose amounting to RMB 1,501,000-.

Note (ii): As of March 31, 2025, the balance of due from shareholders were advances for purchases of raw materials amounting to RMB 1,071,000.

(2) Due to related parties

September 30, March 31,
2024 2025
RMB'000 RMB’000
(Audited) (Unaudited)
Companies controlled by the Company’s directors (i) 1,680 1,721
Shareholders (Notes<br> I and ii) 13,118 13,353
The Company’s Chairman 3,973 3,973
YingDe(i) 8,258 5,565
27,029 24,612

Note (i): In the ordinary course of business, the Company purchases raw materials from and sells products to related parties, and related parties also provide cash payment to fund the Company’s operations.

Note (ii): As of March 31, 2025, the balances due to shareholders were RMB13.4 million, of which in relation to the borrowings in nature amounted to RMB4.9 million, which were unsecured, interest-bearing, and repayable on demand; accrued interests costs amounted to RMB0.65 million, and advances in relation to the Sales of seeds amounted to RMB7.8 million.

(3) Transactions with related parties

(a) Sales to

Six months ended
March 310,
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
YingDe 2,796
Shareholders (Note i) 3,790
6,586

Note(i): Sales related to shareholders were RMB3.79 million and RMB-nil- for six months ended March 31, 2024 and 2025, respectively, the selling prices of transaction are reference to the market price.

(b) Purchase from

Six months ended
March 31,
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
YingDe 196
Liantaide 5,430 2,656
5,626 2,656

(c) Borrowing

Six months ended
March 31,
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Shareholders (Note i) 726
726

Note (i) : The borrowing interest rates are between 5.8% and 10% and repayable on demand.

(d) Interest accrual

Six months ended
March 31,
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
NCI 64 74
64 74
4. ADVANCES TO SUPPLIERS
--- ---
September 30, March 31,
--- --- --- --- ---
2024 2025
RMB’000 RMB’000
(Audited) (Unaudited)
Prepayments for purchasing seed 61,086 30,673
Prepayments for purchasing package 175 891
Deposits for research and development fee 100 1,037
Others 3,715 2,414
65,076 35,015
5. INVENTORIES
--- ---

Total inventories were RMB 9.3 million as of March 31, 2024, down 28% from RMB12.8 million for the period ended September 30, 2024. As of September 30, 2024, inventories were comprised of raw materials of RMB 0.2 million, finished goods of RMB 7 million and work in progress of RMB 5.7 million. As of March 31, 2025, inventories were comprised of raw materials of RMB-nil-, finished goods of RMB 6.9 million and work in progress of RMB 2.4 million.

September 30, March 31,
2024 2025
RMB’000 RMB’000
(Audited) (Unaudited)
Raw materials 160 0
Finished goods 7,004 6,902
Work in progress 5,710 2,418
12,874 9,320
6. OTHER CURRENT ASSETS
--- ---
September 30, March 31,
--- --- --- --- ---
2024 2025
RMB’000 RMB’000
(Audited) (Unaudited)
Advances to staff for business use 642 975
Deposits for rental 13 0
Receivables from third parties 3 608
Others 97 134
755 1,717
7. PLANT AND EQUIPMENT, NET
--- ---

During the six months ended March 31, 2024 and 2025, the Group acquired assets at a cost of RMB 662 and RMB 4,757, respectively. None of the assets were disposed of by the Group during the six months ended March 31, 2024 and 2025.

No impairment loss was recognized for the six months ended March 31, 2024 and 2025.

8. LONG TERM INVESTMENTS

No long term investments were recorded for the period as they had been made by cost impairment in previous year. The Company owns 17.94% equity interest in Jilin Jinong Hi-tech Development Shares Co. Ltd. (“Jinong”) and accounted for the equity investment without readily determinable fair value (previously known as cost method investment) as of September 30, 2024 and March 31, 2025.

The Company owns 20% equity interest in Nianfeng Minfu (Beijing) Agricultural Science and Technology Development Co., Ltd. (“Nianfeng Minfu”).

The Company recorded an impairment on cost method investment of RMB18.9 million and RMB18.9 million on its equity investment without readily determinable fair value As of September 30, 2024, and March 31, 2025, respectively.

September 30, March 31,
2024 2025
RMB RMB
(Audited) (Unaudited)
Cost method investment 18,921 18,921
Impairment on cost method investment (18,921 ) (18,921 )
9. BORROWINGS
--- ---

Borrowings consisted of the following:

September 30, March 31,
2024 2025
RMB’000 RMB’000
(Audited) (Unaudited)
Borrowings from Agricultural Bank of China by Xinjiang Origin, due on September 24, 2025 with an annual interest rate of 3.35%, secured by Xinjiang Origin’s properties and land use right 4,950 4,950
10. OTHER PAYABLES AND ACCRUED EXPENSES
--- ---

Other payables and accrued expenses consist of:

September 30, March 31,
2024 2025
RMB’000 RMB’000
(Audited) (Unaudited)
Payables for the purchase of plant and equipment 622 622
Professional fees payable 4,751 3,030
Salaries and bonuses payable 12,360 16,476
Accrued interests expenses 398 506
Deferred government subsidies 363 363
Payables for penalty 6,483 6,483
Payables for third party (Note i) 12,424 5,950
Borrowings froma third party (Note i) 18,624 16,651
Stock issuance and options 8,202 10,904
Others 44 1,281
64,271 62,266

Note (i) : Payables and borrowings from third parties were RMB22.6 million and RMB31 million as of March 31, 2025 and September 30, 2025, respectively.

11. OTHER LONG-TERM LIABILITY

For the six months ended March 31, 2025 and September 30, 2024, the Company received no subsidies from the local PRC government on equipment projects. The non-current portion of such government subsidies were recorded as a long-term liability, which would be amortized over the estimated useful lives in relation to the plant & equipment and land use right.

12. COMMITMENTS AND CONTINGENCIES

Legal proceeding

On September 26, 2024, Beijing Haidian District Labor Arbitration Commission made a labor arbitration in relation to a labour dispute. The case is the subject of an appeal. The Company recorded a contingent liability of RMB 1.68 million.

A third party (“Hebei Zhaoyu Breeding Industry Group Co., Limited”) believed that the corn seed Liyu 16 sold by Hubei Aoyu infringed their variety rights in relation to corn seed Liyu 88. In April 2024, the Intermediate People’s Court of Lanzhou City, Gansu Province made a judgement that our Group subsidiary company “Hubei Aoyu” infringed and was required to pay RMB 3 million compensation monies for their economic losses. The case has been appealed to the Intellectual Property Court of the Supreme People’s Court in August 2024. The Company recorded a contingent liability of RMB 3 million.