Form 6-K Recon Technology, Ltd For: Jul 31

 

 

 

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2026

 

Commission File Number: 001-34409

 

RECON TECHNOLOGY, LTD.

 

Room 601, No. 1 Shui’an South Street,

Chaoyang District, Beijing 100012

People’s Republic of China

Tel: +86 (10) 8494-5799

(Address of principal executive offices)

 

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 ¨

 

 

 

  

  

 

Explanatory Note:

 

On July 28, 2026, Recon Technology, Ltd. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Pacific Century Securities, LLC (the “Sales Agent” or “Pacific Century”), pursuant to which the Company may, from time to time, issue and sell its Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), having an aggregate gross sales price of up to $100,000,000, to or through the Sales Agent as the Company’s exclusive sales agent, pursuant to a prospectus supplement and the accompanying prospectus filed with the Securities and Exchange Commission on July 29, 2026.

 

Sales of Class A Shares under the Sales Agreement, if any, will be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-292540), filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 2, 2026 and declared effective on January 14, 2026, as supplemented by a prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on July 29, 2026. The Company is not obligated to sell any Class A Shares under the Sales Agreement and may suspend or terminate sales at any time.

 

Subject to the terms and conditions of the Sales Agreement, the Class A Shares may be sold by any method deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market (“Nasdaq”) or any other trading market or directly to the Sales Agent as principal in negotiated transactions for the Class A Shares or to or through a market maker. The Sales Agent has agreed to use commercially reasonable efforts consistent with normal trading and sales practices to execute sales orders on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement.

 

The Company is not obligated to, and it cannot provide any assurances that it will, make any sales of the Class A Shares under the Sales Agreement. The offering of Class A Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Class A Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

 

Pursuant to the Sales Agreement, the Company will pay the Sales Agent a commission equal to up to 3.5% of the gross proceeds of any Class A Shares sold under the Sales Agreement, in addition to reimbursement of certain expenses. The Company anticipates no other commissions or material expenses related to sales under the Sales Agreement.

 

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as an exhibit to this Report on Form 6-K and is incorporated herein by reference.

 

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.

 

This Report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-292540) and the prospectus thereof and any prospectus supplements or amendments thereto.

 

EXHIBITS

 

Exhibit No.		Description of Exhibit
5.1		Opinion of Campbells LLP
10.1		At-The-Market Issuance Sales Agreement, dated as of July 28, 2026
23.1		Consent of Campbells LLP (included in Exhibit 5.1)
99.1		Press Release issued by Recon Technology, Ltd. dated July 31, 2026

 

 

 

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.

 

 

		Recon Technology, Ltd.
Date:	July 31, 2026	By:	/s/ Shenping Yin
		Name:	Mr. Shenping Yin
		Title:	Chief Executive Officer

 

 

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 5.1

EXHIBIT 10.1

EXHIBIT 99.1

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