奥瑞金种业美股招股说明书(2022-10-13版)

424B5 1 tm2228088d1_424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5)Registration No. 333-253866 PROSPECTUS SUPPLEMENT(To Prospectus dated March 16, 2021) ORIGIN AGRITECH LIMITED Up To 280,000 Ordinary Shares Origin Agritech Limited, a British Virgin Islands company (the “Company” or “Origin Agritech”), is offering up to 280,000 of its ordinary shares, of no par value (“Shares”), to potential investors at a negotiated market price but not less than $8.80 per share. The offering, and any sales thereafter, will be made on a negotiated basis, from time to time, or all at one time, until the earlier of nine months after the date of this prospectus supplement or the sale of all the offered Shares. The Shares will be offered and sold in this offering by the efforts of the Chief Executive Officer of the Company, Dr. Gengchen Han, pursuant to a securities purchases agreement to be entered into with one or more purchasers, as negotiated by the Chief Executive Officer and the purchasing investor or investors. We are selling the securities under this prospectus supplement on a “self-sell basis” without engaging any broker-dealer, selling agent or other securities professional or intermediary. There is no assurance that the Company will be able to sell all the offered Shares or at the price indicated herein. The Chief Executive Officer will not receive any commission or other form of compensation from the sale of any Shares sold under this prospectus. He will not register as a broker-dealer pursuant to Section 15 of the Securities and Exchange Act of 1934 in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. Our ordinary shares trade on the NASDAQ Capital Market under the symbol “SEED.” On October 12, 2022, the last reported sale price per share of our ordinary shares was $9.89. As of the date of this prospectus supplement, our public float was $44,379,644, which was calculated based on 4,487,325 of our ordinary shares outstanding and held by non-affiliates and a price of $9.89 per share, the closing price of our ordinary shares on the NASDAQ Capital Market on October 12, 2022. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” commencing on page S-3 of this prospectus supplement and the accompanying base prospectus for a discussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is October 13, 2022 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2RISK FACTORSS-3FORWARD-LOOKING STATEMENTSS-14USE OF PROCEEDSS-15DESCRIPTION OF THE ORDINARY SHARESS-15TAXATIONS-17PLAN OF SALES-22SUBSCRIPTION PROCEDURES-23LEGAL MATTERSS-23EXPERTSS-23INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-24WHERE YOU CAN FIND MORE INFORMATIONS-24 Base Prospectus PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE1FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY2RISK FACTORS3THE BUSINESS5USE OF PROCEEDS7DIVIDEND POLICY7DESCRIPTION OF ORDINARY SHARES WE MAY OFFER7DESCRIPTION OF WARRANTS WE MAY OFFER11PLAN OF DISTRIBUTION12CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS14TRANSFER AGENT14LEGAL MATTERS14EXPERTS14ENFORCEABILITY OF CIVIL LIABILITIES15 i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Each time we conduct an offering to sell securities under the accompanying base prospectus we will provide a prospectus supplement that will contain specific information about the terms of that offering, including the price, the amount of securities being offered and the plan of distribution. This prospectus supplement describes the specific details regarding this offering and may add, update or change information contained in the accompanying base prospectus. The base prospectus, dated March 16, 2021, including the documents incorporated by reference therein, provides general information about us and our securities, some of which, such as the section entitled “Plan of Distribution,” may not apply to this offering. This prospectus supplement and the accompanying base prospectus are an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making offers to sell or solicitations to buy our ordinary shares in any jurisdiction in which an