U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 May 2018

Commission File Number: 001-34409

RECON TECHNOLOGY, LTD

Room 1902, Building C, King Long International Mansion

No. 9 Fulin Road

Beijing, 100107

People’s Republic of China

(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.

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): ¨

EXPLANATORY NOTE

The Registrant is filing this Current Report on Form 6-K to report its financial results for the third quarter and the first nine months ended March 31, 2018. The press release announcing such results dated May 15, 2018 is attached hereto as 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.

Exhibit Index:

Exhibit 99.1 — Press release dated May 15, 2018 regarding financial results for the third quarter and the first nine months of fiscal year 2018, which ended March 31, 2018.

Exhibit 99.1

Recon Technology Reports Fiscal 2018 Third Quarter and First Nine Months Financial Results

BEIJING, May 15, 2018 /PRNewswire/ -- Recon Technology, Ltd. (NASDAQ: RCON) ("Recon" or the "Company"), a China-based independent solutions integrator in the oilfield service and environmental protection, electric power and coal chemical industries, today announced its financial results for the third quarter and first nine months of fiscal year 2018, ended March 31, 2018.

Third Quarter Fiscal Year 2018 Financial Highlights (all comparable to the prior year period):

First Nine Months of Fiscal Year 2018 Financial Highlights (all comparable to the prior year period):

Management Commentary

Mr. Shenping Yin, founder and CEO of Recon stated, “Our market expansion efforts proceeded quite well for the past quarter as we continued to extend our furnaces markets to the chemical industry and industrial automation products requirements to coal chemical industry, bringing us increased revenue. We expect this trend to remain stable and we remain confident of a 30% increase in revenue for the whole fiscal year 2018 as mentioned in our annual letter to shareholders. Furthermore, our construction of waste-water and waste oil sludge treatment facilities has also advanced as scheduled. We believe this will help improve our operations and profit in the coming year.”

Recent Developments

On April 09, 2018, the Company announced procurement bidding results from Shenhua Group Corporation Limited ("Shenhua Group") through Shenhua Logistics Group Corporation Limited ("Shenhua Logistics"), during the first 3 months of FY2018, to provide specified equipment and maintenance services for contracts with amount above ¥6.8 million, or approximately $1.1 million. The Company expects bids of ¥20 million to be achieved for the whole year 2018. As of the date of this press release, ¥9.93 million ($1.58 million) has been secured. Shenhua Group is a state-owed enterprise, founded in October 1995 with the approval of the State Council, pursuant to PRC Corporate Laws. Shenhua Group is a diversified energy enterprise concentrating on coal production, sales, electricity and thermal generation, coal liquefaction, coal chemicals, and railway and port transportation.

On January 22, 2018, the Company and certain institutional investors entered into a securities purchase agreement in connection with an offering, pursuant to which the Company agreed to sell an aggregate of 3,592,500 ordinary shares. The purchase price was $1.66 per ordinary share. The aggregate proceeds, after deducting fees to the Placement Agent and other offering expenses of about $0.5 million, were approximately $5.5 million.  

On December 15, 2017, the Company signed a subscription agreement with Future Gas Station (Beijing) Technology, Ltd (“FGS”). Pursuant to this agreement, Recon holds 8% equity interest of FGS. As of the date of this press release, Recon has invested ¥4.0 million in FGS.

On November 20, 2017, the Company entered into a securities purchase agreement with Yongquan Bi (“Mr. Bi”), pursuant to which Mr. Bi agreed to purchase an aggregate of 3 million unregistered restricted shares for $4.8 million, a per-share purchase price of $1.60. On January 19, 2018, the Company issued 3 million shares to Xinhaixin International Holdings Limited, Mr. Bi’s wholly owned company.

Results of Operations

The following unaudited condensed consolidated results of operations which include the Company’s wholly owned subsidiaries, their variable interest entities (“VIEs”) and VIEs’ subsidiaries. The VIEs are Nanjing Recon Technology Co. Ltd (“Nanjing Recon”) and Beijing BHD Petroleum Technology Co, Ltd (“BHD”). BHD owns 100% of the equity interest of Huang Hua BHD Petroleum Equipment Manufacturing Co. LTD (“HH BHD”), 51% of the equity interest of Gansu BHD Environmental Technology Ltd (“Gansu BHD”) and 55% of the equity interest of Qing Hai BHD New Energy Technology Co., Ltd. (“Qinghai BHD”). 

By this current report on Form 6-K, Recon has provided selected results for the third quarter and first nine months of fiscal year 2018, with details on its first nine months financial results in this report. 

The translation has been made at the rate of $1.0:¥6.28, the approximate exchange rate prevailing on March 31, 2018.

3 MONTHS ENDED MARCH 31, 2018 UNAUDITED FINANCIAL RESULTS

Revenue

Total revenues for the three months ended March 31, 2018 increased by 181.2% to ¥16.6 million ($2.6 million) compared to ¥5.9 million for the same period of last year, largely due to increased sales of customized equipment and pressure vessels to new clients of chemical industry.

Cost and Margin

The Company’s gross profit increased by 57.9% to ¥1.7 million ($0.3 million) for the three months ended March 31, 2018 from ¥1.1 million for the same period of last year. Gross profit margin decreased to 10.3% from 18.3% for the same period of last year. The significant decrease in gross margin was primarily due to increased sales of furnaces which usually generates lower gross margin. The management believes that our gross margin will increase after the construction and test-run stage of our new plants and equipment, when our equipment is expected to be sold at the normal price.

Net Loss

Loss from operations was ¥10.5 million ($1.7 million) during the three months ended March 31, 2018, compared to ¥7.0 million for the same period of last year. The increase in net loss is largely due to an increase in selling and distribution expenses and general and administrative expenses, partly offset by an increase in gross profit and a decrease in research and development expenses.

Net loss attributable to Recon for the three months ended March 31, 2018 was ¥10.1 million ($1.6 million), or ¥0.70 ($0.11) per basic and diluted share based on 14.6 million basic and diluted shares outstanding, compared to ¥7.2 million, or ¥0.81 per basic and diluted share based on 8.9 million basic and diluted shares outstanding for the same period of last year.

Non-U.S. GAAP Net Loss

Non-U.S. GAAP net loss attributable to common shareholders excluding certain non-cash expenses such as restricted shares issued for consulting services and non-cash stock compensation expense was ¥5.1 million ($0.8 million), or ¥0.35 ($0.06) per basic and diluted share, for the three months ended March 31, 2018, compared to adjusted net loss attributable to common shareholders of ¥2.3 million, ¥0.26 per basic and diluted share, for the same period of last year. Please see the note about non-GAAP measures and the reconciliation table at the end of this press release.

9 MONTHS ENDED MARCH 31, 2018 UNAUDITED FINANCIAL RESULTS

Revenue

Total revenues for the nine months ended March 31, 2018 were approximately ¥69.8 million ($11.1 million), representing an increase of approximately ¥25.8 million or 58.7% from ¥44.0 million for the nine months ended March 31, 2017. The overall increase in revenue was accomplished through Recon’s expansion of new clients and development of new business. See below for more details:

Cost and Margin

Cost of Revenues. Recon’s cost of revenues increased from ¥30.3 million for the nine months ended March 31, 2017 to ¥62.1 million ($9.9 million) for the same period in 2018, representing an increase of ¥31.8 million ($5.1 million), or 104.7%. This increase was mainly caused by significant growth in revenue generated from equipment and accessories with lower gross profit margin.

Gross Profit. Recon’s gross profit decreased to ¥7.8 million ($1.2 million) for the nine months ended March 31, 2018 from ¥13.7 million from the same period of last year. Recon’s gross profit as a percentage of revenue decreased to 11.1% for the nine months ended March 31, 2018 from 31.1% from the same period of last year. This was mainly due to the increased equipment business with lower margin during this period, which led to the increase in cost of revenues in proportion to the increase in Recon’s revenue.

Operating Expenses

Selling and Distribution Expenses. Selling and distribution expenses consist primarily of salaries and related expenditures of Recon’s sales and marketing organization, sales commissions, costs of Recon’s marketing programs including traveling expenses, advertising and trade shows, and rental expense, as well as shipping charges. Selling expenses increased by ¥1.0 million ($0.2 million) for the nine months ended March 31, 2018 from the same period of last year. This increase was primarily due to an increase in traveling expense and service and testing fees as we expanded our market to new basements of Changqing oilfield and new industries. Selling expenses were 6.1% of total revenues for the nine months ended March 31, 2018 and 7.5% of total revenues for the same period of last year. 

General and Administrative Expenses. General and administrative expenses consist primarily of costs in human resources, facilities costs, depreciation expenses, professional advisor fees, audit fees, stock-based compensation expense and other miscellaneous expenses incurred in connection with general operations. General and administrative expenses increased by 36.2% or ¥7.6 million ($1.2 million), from ¥21.0 million in the nine months ended March 31, 2017 to ¥28.6 million ($4.5 million) for the same period of 2018. The increase in general and administrative expenses was mainly due to an increase in performance-based compensation, consulting fees, rent expenses and investor relationship expenses. General and administrative expenses accounted 40.9% of total revenues in the nine months ended March 31, 2018 and 47.7% of total revenues for the same period of last year. In December 2016, the Company’s board approved the grants of restricted stock to management plan based on performance targets for the coming three fiscal years from FY2017 to FY2019. During the nine months ended March 31, 2018, because of the grant of certain restricted stock to management as the target for the FY2018 achieved, compensation expenses increased ¥2.5 million. 

Provision for doubtful accounts. Provision for doubtful accounts is the estimated amount of bad debt that will arise as a result of lower collectability from accounts receivables, other receivables and purchase advances. We reversed provision for doubtful accounts of ¥0.9 million for the nine months ended March 31, 2017 and recorded a provision for doubtful accounts of ¥0.5 million ($0.1 million) for the same period in 2018. Management will continue to monitor accounts receivable to maintain the provision at a lower level.

Research and development (“R&D”) expenses. Research and development expenses consist primarily of salaries and related expenditures for Recon’s research and development projects. Research and development expenses decreased from ¥6.5 million for the nine months ended March 31, 2017 to ¥2.4 million ($0.4 million) for the same period of 2018. This decrease was primarily due to less research and development expense spent on design of chemical products used for waste water treatment and digital oilfield models and platform. The Company was focusing on the transformation of advanced R&D results into projects, which were undertaken by Gansu BHD and Qinghai BHD.

Net Loss

Loss from operations. Loss from operations was ¥28.0 million ($4.5 million) for the nine months ended March 31, 2018, compared to a loss of ¥16.3 million for the same period of last year. This ¥11.7 million ($1.9 million) increase in loss from operations was primary due to a decrease in gross profit, as well as an increase in general and administrative expenses and partly offset by a decrease in research and development expenses as discussed above.

Basic and diluted loss per share. Basic and diluted loss per share attributable to common shareholders was ¥2.73, as compared to ¥2.43 for the nine months ended March 31, 2017.

Non-U.S. GAAP Net Loss

Non-U.S. GAAP net loss attributable to common shareholders excluding certain non-cash expenses (non-GAAP) such as restricted shares issued for consulting services and non-cash stock compensation expense was ¥10.5 million ($1.7 million), or ¥1.06 ($0.17) per diluted share, for the nine months ended March 31, 2018, compared to non-U.S. GAAP net loss attributable to common shareholders of ¥3.2 million, or ¥0.46 per basic and diluted share, for the same period of last year. Please see the note about non-GAAP measures and the reconciliation table at the end of this press release.

LIQUIDITY AND CAPITAL RESOURCES

Cash from Operating Activities. Net cash used in operating activities was ¥14.6 million ($2.3 million) for the nine months ended March 31, 2018. This represents an increase of ¥23.7 million ($3.8 million) compared to net cash provided by operating activities of ¥9.1 million for the nine months ended March 31, 2017. The increase in net cash used in operating activities for the nine months ended March 31, 2018 was primarily attributable to the net loss available to the Company of the amount of ¥28.3 million ($4.5 million), and reconciled by share based compensation of ¥5.1 million ($0.8 million), restricted shares issued for management of ¥8.0 million ($1.3 million) as well as restricted shares issued for services of ¥2.8 million ($0.5 million); and an increase in other receivables and purchase advances, partly offset by an decrease in trade accounts receivable.

Cash from Investing Activities. Net cash used in investing activities was ¥13.6 million ($2.2 million) for the nine months ended March 31, 2018, representing an increase in cash used in investing activities of ¥13.3 million ($2.1 million) compared to the same period in 2017. This increase was due to an increase in the Company’s payments for a land use right of 50 years, payments for construction in progress and investment in unconsolidated entity.

Cash from Financing Activities. Net cash provided by financing activities amounted to ¥76.8 million ($12.2 million) for the nine months ended March 31, 2018, as compared to net cash used in financing activities of ¥6.2 million for the same period of last year. During the nine months ended March 31, 2018, we repaid ¥21.4 million ($3.4 million) in short-term borrowings to related parties and repaid ¥4.9 million ($0.8 million) in short-term borrowings to third-parties, and we received ¥20.2 million ($3.2 million) in short-term borrowings from related parties, received ¥4.6 million ($0.7 million) in short-term borrowings from one third-party and received ¥10.0 million ($1.6 million) in long-term borrowings from one related party. We also received ¥3.7 million ($0.6 million) capital contribution by non-controlling shareholders. Moreover, this increase in net cash provided by financing activities was due to net proceeds from issuance of common stock of ¥65.0 million ($10.3 million) for the nine months ended March 31, 2018.

STATEMENT REGARDING UNAUDITED FINANCIAL INFORMATION

The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.

Use of Non-GAAP Financial Measures

To supplement Recon’s unaudited condensed consolidated financial information presented in accordance with U.S. generally accepted accounting principles ("GAAP"), Recon uses the following non-GAAP financial measures: certain non-cash expenses such as restricted shares issued for consulting services and non-cash stock compensation expense, basic and diluted earnings (losses) per common share excludes non-cash expenses such as restricted shares issued for consulting services and non-cash stock compensation expense.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Recon believes these non-GAAP financial measures provide meaningful supplemental information about its performance by excluding non-cash items, which may not be indicative of its operating performance.

About Recon Technology, Ltd.

Recon Technology, Ltd. (NASDAQ: RCON) is China's first listed non-state-owned oil and gas field service company on NASDAQ. Recon supplies China's largest oil exploration companies, Sinopec (NYSE: SNP) and CNPC, with advanced automated technologies, efficient gathering and transportation equipment and reservoir stimulation measure for increasing petroleum extraction levels, reducing impurities and lowering production costs. Through the years, Recon has taken leading positions on several market segments of the oil and gas field service industry. Recon also has developed stable long-term cooperation relationship with its major clients, and its products and service are well accepted by clients. For additional information please visit: www.recon.cn.

Currency Conversion

The translation of RMB amounts into U.S. dollars are included solely for the convenience of readers and have been made at the rate of ¥6.28 to $1.00, the noon buying rate as of March 31, 2018 as set forth in the H.10 statistical release of the Federal Reserve Board. Prior period numbers have been recast into the new reporting currency.

Safe Harbor

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

For more information, please contact:

In China:

Ms. Liu Jia

Chief Financial Officer

Recon Technology, Ltd.

Phone: +86 (10) 8494-5799

Email: info@recon.cn

In the United States:

Ms. Tina Xiao

President

Ascent Investor Relations LLC

Phone: +1-917-609-0333

Email: tina.xiao@ascent-ir.com

  RECON TECHNOLOGY, LTD

  CONDENSED BALANCE SHEETS

  (UNAUDITED)

  The accompanying notes are an integral part of these consolidated financial statements

RECON TECHNOLOGY, LTD

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements

Reconciliation of Non-GAAP Financial Measures