Report of Foreign Issuer (6-k)
November 29 2017 - 8:02AM
Edgar (US Regulatory)
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 NOVEMBER 2017
COMMISSION FILE NUMBER
000-51576
ORIGIN AGRITECH LIMITED
(Translation of registrant’s name into English)
No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206
(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-F
x
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-________.
Other Information – Commercial
License and Collaboration Agreement
Origin Agritech
Limited (“Origin”) and
KWS SAAT SE (“KWS”) entered into a commercial license and collaboration agreement
(“Agreement”) on November 27, 2017. KWS is a global seed company, active in the business of maize, sugar beet and cereal
seed production and marketing, as well as research and development in plant breeding. The Agreement is the continuation of a collaborative
effort dating back to 2011 when the two companies had an agreement under which Origin granted certain rights to certain of its
transgenic traits in maize to KWS and performed certain services on behalf of KWS relating to those traits and accompanying technologies.
This new Agreement provides for the prolongation and extension of the collaboration between the companies covering the rights of
KWS to use the traits for commercial purposes, including marketing seeds with improved performance.
Under the Agreement, both companies grant
to each other a non-exclusive, transferable and sub-licensable to its affiliates only, license to use the Origin transgenic
traits and the KWS germplasm and resulting project material for testing, research and development with the primary aim to introgress
the Origin traits into KWS germplasm and test the generated project material for agronomic performance and efficacy. The parties
will develop a project plan, which will cover a budget and project details, and include testing by Origin in China under project
plan protocols. KWS will provide funding according to the project plan, which plan budget will not include funding for other
operations of Origin. KWS will have rights to certain information about the testing by Origin. KWS will also have testing rights
outside of China, at its own cost and fulfillment of regulatory requirements.
Origin also grants to KWS an exclusive, non-transferable,
sub-licensable commercial license to use the Origin transgenic traits for all purposes related to the production, distribution
and commercialization of the transgenic material developed under the project plan and the defined KWS varieties in China. The license
terms include milestone payments subject to fulfillment of pre-conditions, including regulatory permitting, and royalty fees on sales
based on quantities of seed sold that have the licensed traits.
It is anticipated that royalty revenue
for germplasm would not commence until fiscal year 2019, after 2018 growing season testing, and trait revenue would not
commence until 2019 at the earliest, after final biotech cultivation approvals by the Chinese government are obtained.
Notwithstanding these predictions, there can be no assurance given that Origin will generate any significant revenues from
the license arrangements or that they will commence as anticipated.
The initial term of the Agreement is seven
years, and it will automatically renew for additional terms of three years.
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.
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ORIGIN AGRITECH LIMITED
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By:
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/s/ William
Niebur
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Name:
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William Niebur
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Title:
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Chief Executive Officer
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Dated: November 29, 2017
Exhibits
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99.1
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Press Release dated November 29, 2017, regarding KWS License
and Collaboration Agreement
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