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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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-38397
| Farmmi, Inc. |
| (Translation of registrant’s name into English) |
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 Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE:
On June 11, 2025, Zhejiang Yitang Medical Services Co., Ltd. (“Yitang Medical”), a wholly owned subsidiary of the Registrant, entered into a share transfer agreement with Lishui Chida Logistics Co., Ltd, an unrelated third party. Pursuant to the agreement, Yitang Medical agreed to sell 100% of the equities of Guoning Zhonghao (Ningbo) Trade Co., Ltd. and Ningbo Farmmi Baitong Trade Co., Ltd., its wholly owned subsidiaries, to the buyer for RMB10,000.00 (approximately $1,394) and RMB5,000.00 (approximately $697), respectively. Pursuant to the agreement, the buyer was required to pay the purchase prices within 15 days after the signing of the share transfer agreement.
On June 13, 2025, Zhejiang Farmmi Ecological Agricultural Technology Co., Ltd. (“Farmmi Ecological Agricultural”), a wholly owned subsidiary of the Registrant, entered into a share transfer agreement with Lishui Damushan Tea Co., Ltd., an unrelated third party. Pursuant to the agreement, Farmmi Ecological Agricultural agreed to sell 100% of the equity of Zhejiang Farmmi Biotechnology Co., Ltd., its wholly owned subsidiary, to the buyer for RMB10,000.00 (approximately $1,394). Pursuant to the agreement, the buyer was required to pay the purchase price within 15 days after the signing of the share transfer agreement.
On the agreement date, each of the transferred subsidiaries did not conduct any substantial business. The sales of the subsidiaries were intended to reduce costs associated with maintaining those corporate entities.
On June 27, 2025, Zhejiang Famimi Biotechnology Co., Ltd. (“Famimi”), a wholly owned subsidiary of the Registrant, dissolved through deregistration with the relevant governmental authority. Prior to its deregistration, Famimi had not conducted substantial business. The subsidiary deregistration was implemented as part of the company’s cost reduction measures.
The foregoing descriptions of the share transfer agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 to this Report on Form 6-K and are incorporated herein by reference.
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SIGNATURE
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: June 30, 2025 | By: | /s/ Yefang Zhang |
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| Yefang Zhang |
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| Chief Executive Officer |
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EXHIBIT 10.1
SHARE TRANSFER AGREEMENT
Transferor (hereinafter referred to as “Party A”): Zhejiang Yitang Medical Services Co., Ltd.
Legal Representative: Zhang Dehong
Transferee (hereinafter referred to as “Party B”): Lishui Chida Logistics Co., Ltd.
Legal Representative: Zhou Shuo
Address: Room 110-14, No. 162, Xianglong Road, Nanmingshan Street, Liandu District, Lishui City, Zhejiang Province (Lijing Ethnic Industrial Park)
Target Companies:
- Guoning Zhonghao (Ningbo) Trade Co., Ltd.
- Ningbo Farmmi Baitong Trade Co., Ltd.
WHEREAS:
- Guoning Zhonghao (Ningbo) Trade Co., Ltd. was established on June 15, 2021 in Ningbo, Zhejiang Province, with a registered capital of RMB 30 million, wholly owned by Party A.
- Ningbo Farmmi Baitong Trade Co., Ltd. was established on November 14, 2022 in Ningbo, Zhejiang Province, with a registered capital of RMB 20 million, wholly owned by Party A.
- Party A agrees to transfer 100% of its equity interests in both companies to Party B, and Party B agrees to accept such transfer.
NOW, THEREFORE, in accordance with the Company Law of the People’s Republic of China and the Civil Code of the People’s Republic of China, the Parties hereby agree as follows:
Article 1 – Legal Status of the Parties
Party A is a legally established and validly existing independent legal entity with Unified Social Credit Code: [***]
Party B is a legally established and validly existing independent legal entity with Unified Social Credit Code: [***]
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Article 2 – Share Transfer
Party A agrees to transfer 100% of its equity interests and related assets in the Target Companies to Party B, and Party B agrees to accept such transfer. After completion, Party B shall hold 100% ownership of the Target Companies.
As of June 10, 2025, all debts and credits of the Target Companies have been settled and verified without any concealment, which has been acknowledged by both parties.
Article 3 – Transfer Price and Payment
The total consideration for this equity transfer shall be RMB 15,000 (Fifteen Thousand Yuan), of which:
- Guoning Zhonghao (Ningbo) Trade Co., Ltd.: RMB 10,000 (Ten Thousand Yuan);
- Ningbo Farmmi Baitong Trade Co., Ltd.: RMB 5,000 (Five Thousand Yuan).
Party B shall pay the full amount to Party A’s designated account within fifteen (15) days after the signing and effectiveness of this Agreement.
Article 4 – Representations and Warranties of Party A
Party A warrants that it holds full and valid ownership and disposal rights over the equity interests being transferred.
The transfer of equity has been duly authorized and approved by all competent corporate authorities of Party A and the Target Companies.
Article 5 – Representations and Warranties of Party B
Party B agrees to observe and perform the amended Articles of Association of the Target Companies.
Party B has obtained all necessary corporate approvals and authorizations to acquire the equity interests.
Party B warrants that the funds used for this acquisition are its own lawfully owned funds.
Article 6 – Registration Procedures and Costs
All registration procedures for the change of equity ownership and related approvals shall be handled by Party A and the Target Companies upon consultation.
All expenses incurred in relation to the equity transfer procedures shall be borne by Party B.
From the date of equity transfer, Party B shall not seek any compensation, cost or fees from Party A in relation to the operations of the companies.
Party B unconditionally accepts all equipment, facilities, and supporting devices of the Target Companies.
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Ownership of the equity interests shall officially transfer on the date this Agreement is signed.
Article 7 – Rights and Obligations of Shareholders
Upon signing this Agreement, Party A shall cease to enjoy any shareholder rights and shall no longer bear any shareholder obligations with respect to the transferred equity interests.
Upon signing this Agreement, Party B shall enjoy all shareholder rights and perform all shareholder obligations. Party A shall cooperate as necessary, including signing related documents on behalf of Party A if required.
Article 8 – Amendment and Termination
This Agreement may be amended or terminated in any of the following circumstances, provided that both parties sign a written amendment or termination agreement:
Force majeure or external causes beyond the control of either party preventing performance.
Either party loses the capacity to perform.
A serious breach by one party causing significant economic loss to the other.
Mutually agreed amendment or termination due to changed circumstances.
Other amendment or termination situations as provided in this Agreement.
Article 9 – Liability for Breach
If either party fails to perform or seriously breaches any provision of this Agreement, the breaching party shall compensate the non-breaching party for all economic losses. The non-breaching party may also terminate this Agreement and claim full damages.
If Party B fails to make payment as scheduled, it shall pay late payment penalties at a rate of 0.1% per day of the overdue amount. If the actual losses suffered by Party A exceed the penalty amount, Party A may claim additional compensation.
Article 10 – Confidentiality
Neither party may disclose any confidential information obtained during the performance of this Agreement to any third party without prior written consent, except as required by law or regulation.
This confidentiality obligation shall remain effective regardless of the signing, amendment, termination, or cancellation of this Agreement.
Article 11 – Dispute Resolution
All disputes related to or arising from this Agreement shall first be resolved through friendly negotiation. If negotiation fails, either party may submit the dispute to:
The People’s Court at the place where this Agreement is signed;
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The People’s Court where Party A is located;
Any competent court with jurisdiction.
Article 12 – Effectiveness and Miscellaneous
This Agreement shall take effect upon being signed and sealed by both parties.
Any amendment to this Agreement must be made in writing with mutual consent.
This Agreement is executed in triplicate, with each party holding one copy and one copy submitted for governmental approval or filing. All copies shall have equal legal effect.
This Agreement is signed on June 11, 2025, in Lishui City, Zhejiang Province, China.
Signature Page on Next Page
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Party A (Seal): Zhejiang Yitang Medical Services Co., Ltd.
Authorized Representative: ___________________
Date: June11, 2025
Party B (Seal): Lishui Chida Logistics Co., Ltd.
Legal Representative: ___________________
Date: June 11, 2025
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EXHIBIT 10.2
SHARE TRANSFER AGREEMENT
Transferor (hereinafter referred to as “Party A”): Zhejiang Farmmi Ecological Agricultural Technology Co., Ltd.
Legal Representative: Zhang Dehong
Transferee (hereinafter referred to as “Party B”): Lishui Damushan Tea Co., LTD
Legal Representative: Yu liren
Address: Wangchengling, Changgangbei, Liandu District, Lishui City, Zhejiang Province
Target Company: Zhejiang Farmmi Biotechnology Co., Ltd.
WHEREAS:
- Zhejiang Farmmi Biotechnology Co., Ltd.. was established on April 7,2025 in Lishui, Zhejiang Province, China, with a registered capital of RMB 20 million, and is wholly owned by Party A.
- Party A agrees to transfer 100% of its equity interests in Target Company to Party B, and Party B agrees to accept such transfer.
NOW, THEREFORE, in accordance with the Company Law of the People’s Republic of China and the Civil Code of the People’s Republic of China, the Parties hereby agree as follows:
Article 1 – Legal Status of the Parties
Party A is a legally established and validly existing independent legal entity with Unified Social Credit Code: [***]
Party B is a legally established and validly existing independent legal entity with Unified Social Credit Code: [***]
Article 2 – Share Transfer
Party A agrees to transfer 100% of its equity interests and related assets in the Target Company to Party B, and Party B agrees to accept such transfer. After completion, Party B shall hold 100% ownership of the Target Company.
As of June 13, 2025, all debts and credits of the Target Company have been settled and verified without any concealment, which has been acknowledged by both parties.
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Article 3 – Transfer Price and Payment
The total consideration for this equity transfer shall be RMB 10,000 (Ten Thousand Yuan), of which:
Party B shall pay the full amount to Party A’s designated account within fifteen (15) days after the signing and effectiveness of this Agreement.
Article 4 – Representations and Warranties of Party A
Party A warrants that it holds full and valid ownership and disposal rights over the equity interests being transferred.
The transfer of equity has been duly authorized and approved by all competent corporate authorities of Party A and the Target Company.
Article 5 – Representations and Warranties of Party B
Party B agrees to observe and perform the amended Articles of Association of the Target Company.
Party B has obtained all necessary corporate approvals and authorizations to acquire the equity interests.
Party B warrants that the funds used for this acquisition are its own lawfully owned funds.
Article 6 – Registration Procedures and Costs
All registration procedures for the change of equity ownership and related approvals shall be handled by Party A and the Target Company upon consultation.
All expenses incurred in relation to the equity transfer procedures shall be borne by Party B.
From the date of equity transfer, Party B shall not seek any compensation, cost or fees from Party A in relation to the operations of the Target Company.
Party B unconditionally accepts all equipment, facilities, and supporting devices of the Target Company.
Party A and Party B agree that ownership of the equity interest in the Target Company shall officially transfer on the date this Agreement is signed.
Article 7 – Rights and Obligations of Shareholders
Upon signing this Agreement, Party A shall cease to enjoy any shareholder rights and shall no longer bear any shareholder obligations with respect to the transferred equity interests.
Upon signing this Agreement, Party B shall enjoy all shareholder rights and perform all shareholder obligations. Party A shall cooperate as necessary, including signing related documents if required.
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Article 8 – Amendment and Termination
This Agreement may be amended or terminated in any of the following circumstances, provided that both parties sign a written amendment or termination agreement:
Force majeure or external causes beyond the control of either party preventing performance.
Either party loses the capacity to perform.
A serious breach by one party causing significant economic loss to the other.
Mutually agreed amendment or termination due to changed circumstances.
Other amendment or termination situations as provided in this Agreement.
Article 9 – Liability for Breach
If either party fails to perform or seriously breaches any provision of this Agreement, the breaching party shall compensate the non-breaching party for all economic losses. The non-breaching party may also terminate this Agreement and claim full damages.
If Party B fails to make payment as scheduled, it shall pay late payment penalties at a rate of 0.1% per day of the overdue amount. If the actual losses suffered by Party A exceed the penalty amount, Party A may claim additional compensation.
Article 10 – Confidentiality
Neither party may disclose any confidential information obtained during the performance of this Agreement to any third party without prior written consent of the other party, except as required by law or regulation.
This confidentiality obligation shall remain effective regardless of the signing, amendment, termination, or cancellation of this Agreement.
Article 11 – Dispute Resolution
All disputes related to or arising from this Agreement shall first be resolved through friendly negotiation. If negotiation fails, either party may submit the dispute to:
The People’s Court at the place where this Agreement is signed;
The People’s Court where Party A is located;
Any competent court with jurisdiction.
Article 12 – Effectiveness and Miscellaneous
This Agreement shall take effect upon being signed and sealed by both parties.
Any amendment to this Agreement must be made in writing with mutual consent.
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This Agreement is executed in triplicate, with each party holding one copy and one copy submitted for governmental approval or filing. All copies shall have equal legal effect.
This Agreement is signed on June 13, 2025, in Lishui City, Zhejiang Province, China.
Signature Page on Next Page
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Party A (Seal): Zhejiang Farmmi Ecological Agricultural Technology Co., Ltd.
Authorized Representative: ___________________
Name:
Date: June 13, 2025
Party B (Seal): Lishui Damushan Tea Co., LTD
Legal Representative: ___________________
Name:
Date: June 13, 2025
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