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6-K

Origin Agritech LTD (SEED)

6-K 2026-05-21 For: 2026-05-21
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Added on May 21, 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 May 2026

COMMISSION FILE NUMBER 000-51576

ORIGIN AGRITECH LIMITED

(Translation of registrant's name into English)

Origin R&D Center

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-FxForm 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, 2025 and 2026
--- ---
- Condensed Consolidated Balance Sheets as of September 30, 2025 and March 31, 2026 (Unaudited)
--- ---
- Condensed Consolidated Statements of Shareholders’ Deficit (Unaudited) for the Six Months Ended March 31, 2025 and 2026
--- ---
- Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended March 31, 2025 and 2026
--- ---
- Notes to Condensed Consolidated Financial Statements (Unaudited)
--- ---

Origin Agritech Limited has issued its unaudited financial results for the six months ended March 31, 2026. 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 AGRITECH LIMITED
By: /s/ Weibin Yan
Name: Mr. Weibin Yan
Title: Chief Executive Officer

Dated: May 21, 2026

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 March 31, 2026

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 FY2026 ended March 31, 2026, prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP).

FINANCIAL RESULTS OVERVIEW

The Company reported net revenue of RMB49.2 million (US$7.1 million) during the first half year of FY2026, compared to RMB72.3 million for the first half year of FY2025. The decrease was primarily due to the strategic transition in the Company's product portfolio as we’re focusing more on the sales of new corn seed products and reducing the external seed tolling service.

Total operating expenses for the first half year of FY2026 were RMB18.4 million (US$2.7 million), down 44% from RMB32.8 million for the same period a year ago. The decrease was mainly from the drop in general and administrative expenses. Selling and marketing expenses for the first half year of FY2026 were RMB5.1 million (US$0.7 million), compared to RMB2.6 million a year ago, an increase of 93%. The increase in selling and marking expense is attributed to the expansion of sales personnel and the intensified marketing and promotion efforts for new products. General and administrative expenses decreased 70% to RMB7.6 million (US$1.1 million), down from RMB25.0 million a year ago. Research and development expenses for the first half year of FY2026 were RMB5.7 million (US$0.8 million), up 11% from RMB5.2 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 FY2026 was RMB12.9 million (US$1.9 million), compared to total operating income of RMB24.7 million reported a year ago, an improvement of 47.8%. The decline in total operating loss was mainly due to the drop in total operating expenses.

The interest expense during the first half year of FY2026 was RMB1.6 million (US$0.2 million), compared to interest expense of RMB0.5 million reported a year ago. The increase is mainly attributable to a higher amount of borrowed funds.

Net loss attributable to the Company for the first half year of FY2026 was recorded at RMB14.4 million (US$2.1 million), compared to the net loss of RMB25.6 million a year ago. The decline in the net loss was due to the drop in general and administrative expenses.

Net loss per ordinary share for the first half of FY2026 was RMB1.21 (or US$0.17), compared to the net loss per share of RMB3.55 during the same period a year ago.

Balance Sheet

As of March 31, 2026, cash and cash equivalents were RMB13.4 million (US$1.9 million), a decrease of RMB2.5 million from the cash and cash equivalents of RMB15.9 million as of September 30, 2025.

As of March 31, 2026, total liabilities were RMB168.1 million, in which total current liabilities were RMB155.6 million (US$22.5 million) and long term liabilities were RMB12.5 million.

As of March 31, 2026, total assets were RMB92.6 million (US$13.4 million), in which total current assets were RMB60.8 million (US$8.8 million), and non-current assets were RMB31.7 million (US$4.6 million).

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

Six Months Ended March 31,
2025 2026 2026
RMB'000 RMB'000 '000
Notes (Unaudited) (Unaudited) (Unaudited)
Revenues 72,341 49,235
Cost of revenues (64,240 ) (43,728 ) )
Gross profit 8,101 5,507
Operating expenses:
Selling and marketing (2,640 ) (5,103 ) )
General and administrative (24,978 ) (7,553 ) )
Research and development (5,153 ) (5,726 ) )
Total operating expenses, net (32,771 ) (18,382 ) )
Loss from operations (24,670 ) (12,875 ) )
Interest expense, net (461 ) (1,614 ) )
Other non-operating income, net 328 81
Income before income taxes from operations (24,803 ) (14,408 ) )
Income tax expense 1 (34 ) (30 ) )
Net loss (24,837 ) (14,438 ) )
Less: Net income (loss) attributable to non-controlling interests 747 (59 ) )
Net loss attributable to Origin Agritech Ltd. (25,584 ) (14,379 ) )
Other comprehensive loss:
Net loss (24,837 ) (14,438 ) )
Foreign currency translation difference (295 ) 60
Comprehensive loss (25,132 ) (14,378 ) )
Less: Comprehensive income (loss) attributable to non-controlling interests 747 (59 ) )
Comprehensive loss attributable to Origin (25,879 ) (14,319 ) )
Basic and diluted net loss per share attributable to Origin Agritech Limited 2 (3.55 ) (1.21 ) )
Shares used in calculating basic and diluted net loss per share 7,198,422 11,924,349

All values are in US Dollars.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

3/31/2025 9/30/2025 3/31/2026
RMB'000 RMB'000 RMB'000 US'000
Notes (Unaudited) (Audited) (Unaudited) (Unaudited)
Assets
Current assets:
Cash and cash equivalents 2,400 15,875 13,370
Restricted cash - 27 2
Accounts receivable 5,790 3,451 4,739
Due from related parties 3 8,018 10,106 3,937
Advances to suppliers 4 35,015 21,511 11,367
Inventories 5 9,320 14,433 24,801
Other current assets 6 1,717 673 2,615
Total current assets 62,260 66,076 60,831
Plant and equipment, net 7 23,023 28,819 28,865
Acquired intangible assets, net 1,662 2,077 2,419
Lease Asset 128 3,675 457
Other assets 1,638 - -
Total assets 88,711 100,647 92,572
Liabilities, minority interests and shareholders’equity
Current liabilities:
Borrowings 8 4,950 7,950 9,450
Accounts payable 9,795 12,056 14,072
Due to related parties 3 24,612 25,766 26,098
Contract liabilities 43,212 46,837 38,569
Income tax payable 764 435 435
Lease Liability - current 63 303 17
Other payables and accrued expenses 9 62,266 55,985 66,977
Total current liabilities 145,662 149,332 155,618
Lease Liability - noncurrent 65 2,341 -
Other long-term liability 10 5,632 10,490 12,468
Total liabilities 151,359 162,163 168,086
Shareholders’ deficit:
Additional paid-in capital 604,524 638,326 638,326
Retained deficit (606,438 ) (634,182 ) (648,561 ) )
Treasury stock at cost (20,523 and 14,986 shares as of March 31, 2025 and 2026, respectively) (6,133 ) (4,461 ) (4,461 ) )
Accumulated other comprehensive loss (23,111 ) (23,019 ) (22,959 ) )
Total shareholders’ deficit (31,158 ) (23,336 ) (37,655 ) )
Non-controlling interest (31,490 ) (38,180 ) (37,859 ) )
Total equity deficit (62,648 ) (61,516 ) (75,514 ) )
Total liabilities and deficit 88,711 100,647 92,572

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 as of September 30, 2024 6,561,107 - 578,512 (580,854 ) (22,816 ) (6,133 ) (27,308 ) (58,599 )
Net loss for the year - - (25,584 ) - - 747 (24,837 )
Share-based compensation expense - - 7,415 - - - 7,415
Business disposal - - - - - (4,629 ) (4,629 )
Dividend - - - - - (300 ) (300 )
Issuance of common shares 1,055,000 - 18,597 - - - - 18,597
Translation<br> adjustments - - - (295 ) - - (295 )
Balance as of March 31,<br> 2025 7,616,107 604,524 (606,438 ) (23,111 ) (6,133 ) (31,490 ) (62,648 )
Balance as of September 30, 2025 11,924,349 - 638,326 (634,182 ) (23,019 ) (4,461 )) (38,180 )) (61,516 )
Net loss for the year - - (14,379 ) - - (59 ) (14,438 )
Capital contribution - - - - - 380 380
Translation<br> adjustments - - - 60 - - 60
Balance as of March 31,<br> 2026 11,924,349 638,326 (648,561 ) (22,959 ) (4,461 ) (37,859 ) (75,514 )
In US @ 6.9194 92,252 (93,731 ) (3,318 ) (645 ) (5,471 ) (10,913 )

All values are in US Dollars.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months Ended March 31,
2025 2026
RMB'000 RMB'000
(Unaudited) (Unaudited)
Operating activities (11,773 ) (1,816 )
Investing activities:
Purchase of plant and equipment (4,142 ) (1,259 )
Net cash used in investing activities (4,142 ) (1,259 )
Financing activities:
Proceeds from issuance of common stock 10,550 -
Proceeds from due to related parties - 262
Repayment of due to related parties (15 ) (132 )
Dividends paid to minority shareholders (300 ) -
Capital contribution - 380
Net cash provided by financing activities 10,235 510
Net decrease in cash and cash equivalents (5,680 ) (2,565 )
Cash and cash equivalents, beginning of year 8,375 15,875
Effect of exchange rate changes on cash and cash equivalents (295 ) 60
Restricted cash - (25 )
Cash and cash equivalents, end of the year 2,400 13,370

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. INCOME TAXES

Origin Agritech and its subsidiaries, State Harvest and Origin BioScience are incorporated in the British Virgin Islands and are exempted from income tax under the laws of the British Virgin Islands. State Harvest’s subsidiaries and State Harvest’s variable interest entity, Hainan Aoyu, and its majority-owned subsidiaries (together, the “PRC entities”) were incorporated in the PRC and are 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 was 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 is 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, 2026, the management considered that the Company had no uncertain tax positions affecting 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:

Six months ended<br> March 31,
2025 2026
RMB'000 RMB'000
(Unaudited) (Unaudited)
Current income tax expense 34 30
Deferred income tax benefit - -
Total 34 30
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,
2025 2026
RMB'000 RMB'000
(Unaudited) (Unaudited)
Numerator:
Net loss attributable to Origin Agritech Limited (25,584 ) (14,379 )
Denominator:
Average number of ordinary shares outstanding - basic and Diluted 7,198,422 11,924,349
Basic and Diluted Per Share Data:
Basic and diluted loss per share attributable to Origin Agritech Limited: (3.55 ) (1.21 )

For the six months ended March 31, 2025 and 2026, 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
Shareholders Non-controlling shareholders of Hubei Aoyu, Anhui Aoyu,Anhui Agriculture, Xuzhou, Agriculture, Shandong Aoruixinong, Henan Aoyu, Hubei Agriculture

(1) Due from related parties, net of allowance forcredit loss

September 30, March 31,
2025 2026
RMB'000 RMB'000
(Audited) (Unaudited)
Linze Origin Seeds Ltd 45 45
Beijing Shihui 17,140 17,140
Shareholders (i) 2,535 3,017
Companies controlled by the Company’s directors 7,570 920
The Close family of the Company’s Chairman 6 5
Total 27,296 21,127
Allowance for credit loss 17,190 17,190
Due from related parties, net 10,106 3,937

Note (i): As of March 31, 2026, due from shareholders was RMB3.0 million, which related to the sales of seeds amounting to RMB1.3 million and advances for business use purpose amounting to RMB1.7 million.

(2) Due to related parties

September 30, March 31,
2025 2026
RMB'000 RMB’000
(Audited) (Unaudited)
Shareholders (i) (ii) 12,058 13,917
The Company’s Chairman 6,914 6,737
YingDe (i) 5,870 4,520
Beijing Liantaide 647 647
Chief Executive Officer 200 200
The close family of the Company’s Chairman 77 77
25,766 26,098

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 payments to fund the Company’s operations.

Note (ii): As of March 31, 2026, the balances due to shareholders were RMB13.9 million, of which in relation to the borrowings in nature amounted to RMB6.2 million, which were unsecured, interest-bearing, and repayable on demand; accrued interests costs amounted to RMB1.1 million, and advances in relation to the Sales of seeds amounted to RMB6.6 million.

(3) Transactions with related parties

(a) Sales to

Six months ended
March 31,
2025 2026
RMB’000 RMB’000
(Unaudited) (Unaudited)
Shareholders (Note i) 1,632
1,632

Note(i): Sales related to shareholders were RMB-nil- million and RMB1.63 for six months ended March 31, 2025 and 2026, respectively, the selling prices of transaction are referenced to market prices.

(b) Purchase from

Six months ended
March 31,
2025 2026
RMB’000 RMB’000
(Unaudited) (Unaudited)
Liantaide 2,656
2,656

(c) Borrowing

Six months ended
March 31,
2025 2026
RMB’000 RMB’000
(Unaudited) (Unaudited)
Shareholders (Note i) 262
262

Note (i) : The borrowing interest rates are between 4.5% and 6% and repayable on demand.

(d) Interest accrual

Six months ended
March 31,
2025 2026
RMB’000 RMB’000
(Unaudited) (Unaudited)
Shareholders 74 132
74 132
4. ADVANCES TO SUPPLIERS
--- ---
September 30, March 31,
--- --- --- --- ---
2025 2026
RMB’000 RMB’000
(Audited) (Unaudited)
Prepayments for purchasing seed 19,003 6,111
Prepayments for purchasing packaging 654 148
Deposits for research and development fee 1,127 3,612
Prepayments for professional fee 347 -
Prepayments for advertising fee - 174
Others 380 1,322
21,511 11,367
5. INVENTORIES
--- ---

Total inventories were RMB 24.8 million as of March 31, 2026, up 72% from RMB14.4 million for the period ended September 30, 2025. As of September 30, 2025, inventories were comprised of raw materials of RMB 0.7 million, finished goods of RMB 0.6 million, work in progress of RMB 17.2 million and a provision of RMB 4.1 million. As of March 31, 2026, inventories were comprised of raw materials of RMB 0.3 million, finished goods of RMB 14.2 million, work in progress of RMB 14.4 million and a provision of RMB 4.1 million.

September 30, March 31,
2025 2026
RMB’000 RMB’000
(Audited) (Unaudited)
Raw materials 725 296
Finished goods 608 14,218
Work in progress 17,200 14,387
Provision (4,100 ) (4,100 )
14,433 24,801
6. OTHER CURRENT ASSETS
--- ---
September 30, March 31,
--- --- --- --- ---
2025 2026
RMB’000 RMB’000
(Audited) (Unaudited)
Advances to staff for business use 405 426
Deposits for rental 13 -
Value-added tax credit refund - 557
Receivables from third parties 18 1,500
Others 237 132
673 2,615
7. PLANT AND EQUIPMENT, NET
--- ---

During the six months ended March 31, 2025 and 2026, the Group acquired assets at a cost of RMB 4,757 and RMB 1,259, respectively. No assets were disposed of by the Group during the six months ended March 31, 2025 and 2026.

No impairment loss was recognized for the six months ended March 31, 2025 and 2026.

9. BORROWINGS

Borrowings consisted of the following:

September 30, March 31,
2025 2026
RMB’000 RMB’000
(Audited) (Unaudited)
Borrowing from Agricultural Bank of China under Xinjiang Origin, due on September 22, 2026 with annual interest rate of 3.0%, secured by Xinjiang Origin’s properties and land use right 4,950 4,950
Borrowing from Industrial and Commercial Bank of China under Xinjiang Origin, due on July 25, 2026 with annual interest rate of 3.3%, secured by Xinjiang Origin’s properties and land use right 3,000 3,000
Borrowing from Beijing Rural Commercial Bank under Beijing Agritech, due on December 29, 2026 with annual interest rate of 2.8%, belongs to a credit loan 1,500
Short-term borrowings 7,950 9,450
10. OTHER PAYABLES AND ACCRUED EXPENSES
--- ---

Other payables and accrued expenses consist of:

September 30, March 31,
2025 2026
RMB’000 RMB’000
(Audited) (Unaudited)
Payables for the purchase of plant and equipment 823 1,309
Professional fees payable 5,102 800
Salaries and bonuses payable 8,863 8,427
Accrued interest expenses 852 269
Deferred government subsidies 363 363
Payables for penalty 5,282 3,000
Payables for third party (i) 18,833 17,484
Borrowings from a third party (i) 15,537 19,651
Stock issuance and options 14,584
Others 330 1,090
55,985 66,977

Note (i) : Payables and borrowings from third parties were RMB37.1 million and RMB34.4 million as of March 31, 2026 and September 30, 2025, respectively.

11. OTHER LONG-TERM LIABILITY

For the six months ended March 31, 2026 and September 30, 2025, the Company received subsidies of RMB2.16 million and-nil- million 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

Hebei Zhaoyu Breeding Industry Group Co., Ltd. believed that the corn seed Liyu 16 sold by Hubei Aoyu infringed its plant new variety rights of corn seed Liyu 88. In April 2024, the Intermediate People’s Court of Lanzhou City, Gansu Province, judged that Hubei Aoyu had infringed the product, and the Hubei Aoyu was required to pay RMB 3 million of economic losses. Hubei Aoyu has applied for a second trial to the Intellectual Property Court of the Supreme People’s Court in August 2024, and the second trial has not yet been held, and the Company has accrued liabilities of RMB 3 million.

Other obligations

On February 1, 2026, the Company entered into three Securities Purchase Agreements with two individual investors and one investment company to sell 2,000,000 ordinary shares for a total gross subscription amount of US$2.8 million,to be paid in two installments. The first installment of US$2.1 million was paid in February 2026, and the second installment is due in August 2026. As of May 21, 2026, the 2,000,000 ordinary shares have not yet been issued.