Farmmi, Inc. Announces Pricing of $3.0 Million Underwritten Public Offering

Rhea-AI Summary

Farmmi (NASDAQ:FAMI) priced a firm commitment underwritten public offering expected to raise approximately $3.0 million in gross proceeds.

The deal includes 12,000,000 Class A ordinary shares and/or pre-funded warrants at $0.25 per share (or $0.24999 per pre-funded warrant), with closing expected around June 30, 2026.

Pre-funded warrants are immediately exercisable at $0.00001. Farmmi plans to use net proceeds, with existing cash, for general corporate purposes and working capital. Aegis Capital has a 45-day option to buy up to 15% additional shares to cover over-allotments.

Positive

• Underwritten public offering expected to raise $3.0 million in gross proceeds
• Flexible mix of 12,000,000 ordinary shares and pre-funded warrants priced at $0.25
• Additional 15% over-allotment option may increase total capital raised
• Net proceeds earmarked for general corporate purposes and working capital

Negative

• Issuance of up to 12,000,000 new ordinary shares may dilute existing shareholders
• Over-allotment option could further increase share count and dilution

News Market Reaction – FAMI

-77.46% 2.4x vol

16 alerts

-77.46% Session close to close

-42.5% Trough in 31 hr 8 min

$16.92M Market Cap

2.4x Rel. Volume

In the Jun 29 session, FAMI declined 77.46%, reflecting a significant negative market reaction. Argus tracked a trough of -42.5% from its starting point during tracking. Our momentum scanner triggered 16 alerts that day, indicating notable trading interest and price volatility. Trading volume was elevated at 2.4x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -77.5% in the session following this news. A negative reaction despite positive ne...

Analysis

The stock dropped -77.5% in the session following this news. A negative reaction despite positive news fits FAMI’s history of steep selloffs after offerings, including a prior -57.28% move. Concerns around dilution and repeated equity financings could outweigh the relatively small $3.0M cash infusion.

Key Figures

Gross proceeds: $3.0 million Shares / warrants offered: 12,000,000 Offering price: $0.25 per share +5 more

8 metrics

Gross proceeds $3.0 million Expected gross proceeds from this underwritten public offering

Shares / warrants offered 12,000,000 Class A ordinary shares and/or pre-funded warrants in the offering

Offering price $0.25 per share Public offering price per Class A ordinary share

Pre-funded warrant price $0.24999 Price per pre-funded warrant in the offering

Warrant exercise price $0.00001 Exercise price per pre-funded warrant for one Ordinary Share

Over-allotment option period 45 days Duration of underwriter’s option to purchase additional shares

Over-allotment size 15.0% additional shares Maximum additional Ordinary Shares to cover over-allotments

Expected closing date June 30, 2026 Anticipated closing date, subject to customary conditions

Previous Offering Reports

1 past event · Latest: Aug 23 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 23	Equity offering pricing	Negative	-57.3%	Priced $1.0M registered direct equity deal with attached Series A warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past equity offerings for FAMI have coincided with very sharp single-day share price declines.

Key Terms

pre-funded warrants, over-allotments, book-running manager, prospectus supplement, +2 more

6 terms

pre-funded warrants financial

"and/or pre-funded warrants to purchase Ordinary Shares (each, a "Pre-Funded Warrant")."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

over-allotments financial

"Solely to cover over-allotments, if any, the Company has granted Aegis"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

book-running manager financial

"Aegis Capital Corp. is acting as the sole book-running manager for the offering."

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form F-3 (No. 333-280348)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"effective shelf registration statement on Form F-3 (No. 333-280348) previously filed"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LISHUI, China, June 29, 2026 /PRNewswire/ -- Farmmi, Inc. (NASDAQ: FAMI) (the "Company"), an agriculture products supplier in China and a logistics and supply chain services provider in the United States, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $3.0 million, before deducting underwriting fees and other offering expenses payable by the Company.

The offering consists of the sale of 12,000,000 Class A ordinary shares (each, an "Ordinary Share") and/or pre-funded warrants to purchase Ordinary Shares (each, a "Pre-Funded Warrant"). The public offering price per share is $0.25 (or $0.24999 for each Pre-Funded Warrant, which is equal to the offering price per Ordinary Share sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.

Aggregate gross proceeds to the Company are expected to be approximately $3.0 million. The transaction is expected to close on or about June 30, 2026, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Solely to cover over-allotments, if any, the Company has granted Aegis Capital Corp. a 45-day option to purchase additional Ordinary Shares of up to 15.0% of the number of Ordinary Shares sold in the offering. The purchase price to be paid per additional Ordinary Share will be equal to the public offering price of one Ordinary Share, less the underwriting discount.

Aegis Capital Corp. is acting as the sole book-running manager for the offering. Kaufman & Canoles, P.C. is acting as U.S. counsel to the Company. Lucosky Brookman LLP is acting as U.S. counsel to Aegis Capital Corp.

The offering is being made pursuant to an effective shelf registration statement on Form F-3 (No. 333-280348) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on June 27, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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. Farmmi sells its products through the established distribution channels. The Company also provides logistics and supply chain services in the United States. For further information about the Company, please visit: https://www.farmmi.com.

Forward-Looking Statements

The foregoing material may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company's product development and business prospects, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

For more information, please contact:

Farmmi, Inc.
Investor Relations
Tel: +86-0578-82612876
ir@farmmi.com

View original content:https://www.prnewswire.com/news-releases/farmmi-inc-announces-pricing-of-3-0-million-underwritten-public-offering-302813167.html

SOURCE Farmmi, Inc.

FAQ

What did Farmmi (NASDAQ:FAMI) announce in its June 29, 2026 stock offering?

Farmmi announced pricing of an underwritten public offering expected to raise about $3.0 million in gross proceeds. According to Farmmi, the deal includes Class A ordinary shares and/or pre-funded warrants sold under an effective SEC shelf registration.

What is the share and warrant pricing for Farmmi’s June 2026 FAMI public offering?

Farmmi priced its offering at $0.25 per Class A ordinary share and $0.24999 per pre-funded warrant. According to Farmmi, each pre-funded warrant has an exercise price of $0.00001 and is immediately exercisable until fully exercised.

How many shares are included in Farmmi’s $3.0 million FAMI offering and when will it close?

The offering consists of 12,000,000 Class A ordinary shares and/or pre-funded warrants. According to Farmmi, the transaction is expected to close on or about June 30, 2026, subject to satisfaction of customary closing conditions.

How will Farmmi use the proceeds from the June 2026 FAMI stock offering?

Farmmi plans to use net proceeds from the offering, together with existing cash, for general corporate purposes and working capital. According to Farmmi, this capital allocation will support ongoing operations rather than specific earmarked projects.

What is the over-allotment option in Farmmi’s June 2026 FAMI offering?

Farmmi granted Aegis Capital a 45-day option to purchase up to 15% additional ordinary shares. According to Farmmi, these extra shares would be sold at the public offering price per share, less the underwriting discount, solely to cover over-allotments.

Who is managing Farmmi’s June 2026 FAMI underwritten public offering?

Aegis Capital is acting as the sole book-running manager for the Farmmi offering. According to Farmmi, Kaufman & Canoles serves as U.S. counsel to the company, while Lucosky Brookman acts as U.S. counsel to Aegis Capital.