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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 September 2023
Commission File Number: 001-38397
| Farmmi, Inc. |
| (Registrant’s name) |
Fl 1, Building No. 1, 888 Tianning Street, Liandu District
Lishui, Zhejiang Province
People’s Republic of China 323000
(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 ☒ | Form 40-F ☐ |
EXPLANATORY NOTE
On September 21, 2023, the Company’s shareholders approved a proposal to effect a share consolidation of the Company’s authorized shares including issued and unissued ordinary shares at the ratio of one-for-eight (the “Share Consolidation”) at the extraordinary general meeting of shareholders.
Reason for the Share Consolidation
The Share Consolidation was effected to enable the Company to meet the NASDAQ continued listing standards relating to the minimum bid price (with which the Company was previously advised it was non-compliant).
Effects of the Share Consolidation
Effective Date; Symbol; CUSIP Number. The Share Consolidation became effective on September 21, 2023 and will be reflected with NASDAQ Capital Market and in the marketplace at the open of business on September 25, 2023 (the “Effective Date”), whereupon the ordinary shares will begin trading on a split-adjusted basis. In connection with the Share Consolidation, the Company’s ordinary shares will continue to trade on NASDAQ Capital Market under the symbol “FAMI” but will trade under a new CUSIP Number, G33277131.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s ordinary shares held by each shareholder will be converted automatically into the number of whole ordinary shares equal to (i) the number of issued and outstanding ordinary shares held by such shareholder immediately prior to the Share Consolidation, divided by (ii) eight (8).
No fractional ordinary shares will be issued to any shareholders in connection with the Share Consolidation. The Company will purchase, redeem or otherwise acquire at market value any fractional shares.
Non-Certificated Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.
Shareholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent, Transhare Corporation, at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Share Consolidation to each requesting shareholder. Please contact Transhare Corporation for further information, related costs and procedures before sending any certificates.
Transhare Corporation
17755 North US Highway 19 Suite 140
Clearwater, FL 33764
Tel: (303) 662-1112
Authorized Shares. At the time the Share Consolidation is effective, our authorized ordinary shares will be consolidated at the ratio of one-for-eight; all 100,000,000 authorized shares of a single class each with a par value of US$0.025, including all issued shares and unissued shares, will be consolidated into 12,500,000 shares each with a par value of US$0.20.
Capitalization. Immediately prior to the Effective Date, there were 47,470,672 ordinary shares outstanding. As a result of the Share Consolidation, there are approximately 5,933,834 ordinary shares outstanding (subject to redemptions of fractional shares).
EXHIBIT INDEX
| Exhibits No. |
| Description |
| 2 |
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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| FARMMI, INC. |
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| Date: September 22, 2023 | By: | /s/ Yefang Zhang |
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| Name: | Yefang Zhang |
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| Title: | Chief Executive Officer |
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| 3 |
EXHIBIT 99.1
Farmmi Announces Approval of 1-for-8 Ordinary Share Consolidation
LISHUI, China, September 22, 2023 – Farmmi, Inc. (“Farmmi” or the “Company”) (NASDAQ: FAMI), announced today that at the Company’s shareholder meeting on September 21, 2023, shareholders approved the previously proposed consolidation of the Company’s ordinary shares at the ratio of one-for-eight with the market effective date of September 25, 2023.
The objective of the share consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq. The Company continues to meet all other listing standards.
Beginning with the opening of trading on September 25, 2023, the Company’s ordinary shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “FAMI” but under a new CUSIP Number, G33277131.
As a result of the share consolidation, each eight ordinary shares outstanding will automatically combine and convert to one issued and outstanding ordinary share without any action required on the part of shareholders. No fractional ordinary shares will be issued to any shareholders in connection with the share consolidation. Any fractional shares will instead be redeemed by the Company.
The share consolidation will reduce the number of ordinary shares issued and outstanding from 47,470,672 to approximately 5,933,834 (subject to the redemption of the fractional shares at the closing price of the ordinary shares on September 25, 2023). The authorized number of ordinary shares will be reduced by the same one-for-eight ratio from 100,000,000 to 12,500,000.
About Farmmi, Inc.
Established in 1998, Farmmi Inc. (NASDAQ: FAMI) is an agricultural products supplier, processor and retailer of edible mushrooms like Shiitake and Mu Er, as well as other agricultural products. In addition to its offline sales, Farmmi sells its products direct-to-consumer at http://www.farmmi88.com. For further information about the Company, please visit: http://ir.farmmi.com.cn/.
Forward-Looking Statements
No statement made in this press release should be interpreted as an offer to purchase or sell any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended, and applicable state securities laws. Certain statements in this press release concerning our future growth prospects are forward-looking statements regarding our future business expectations and intended to qualify for the "safe harbor" under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding lingering effects of the Covid-19 pandemic on our customer’s businesses and our end purchaser’s disposable income, our ability to raise capital on any particular terms, fulfillment of customer orders, fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, our ability to realize revenue from expanded operation and acquired assets in China, our ability to attract and retain skilled professionals, client concentration, industry segment concentration, and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings. These filings are available at www.sec.gov. Farmmi may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company's filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.
For more information, please contact Investor Relations:
Global IR Partners
David Pasquale
New York Office Phone: +1-914-337-8801
FAMI@Globalirpartners.com