Farmmi faces Nasdaq bid price deficiency, swaps debt for shares

Farmmi, Inc. reported that Nasdaq notified the company on August 11, 2026 that its Class A ordinary shares have failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2).

Rhea-AI Filing Summary

Farmmi, Inc. reported that Nasdaq notified the company on August 11, 2026 that its Class A ordinary shares have failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2). The shares continue to trade on Nasdaq under the symbol FAMI, and Farmmi has a 180-day compliance period until February 8, 2027 to regain compliance, including the option to complete a reverse stock split at least ten business days before that date. A second 180‑day grace period may be available if additional Nasdaq listing conditions are met; otherwise, the securities could be subject to delisting.

Separately, Farmmi entered into an exchange agreement with Atlas Sciences, LLC on August 11, 2026, partitioning a $200,000 promissory note from a prior $5,355,000 note and exchanging it for 1,581,027 Class A ordinary shares. These shares were issued under the registration exemption in Section 3(a)(9) of the Securities Act of 1933.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency creates a risk of eventual delisting if Farmmi does not lift its share price above $1.00 for the required period within the compliance window.

Key Figures

Minimum bid price requirement: $1.00 per share Initial compliance period end: February 8, 2027 Consecutive days below threshold: 30 business days +3 more

6 metrics

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) threshold for Class A ordinary shares

Initial compliance period end February 8, 2027 180-day period under Nasdaq Listing Rule 5810(c)(3)(A)

Consecutive days below threshold 30 business days Period during which closing bid was below $1.00

New Note principal exchanged $200,000.00 Partitioned from July 30, 2024 promissory note and settled in shares

Original Atlas note principal $5,355,000.00 Promissory note issued to Atlas on July 30, 2024

Shares issued to Atlas 1,581,027 Class A ordinary shares Issued August 12, 2026 in satisfaction of the $200,000 New Note

Key Terms

Nasdaq Listing Rule 5550(a)(2), Nasdaq Listing Rule 5810(c)(3)(A), reverse stock split, promissory note, +2 more

6 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)"

Nasdaq Listing Rule 5810(c)(3)(A) regulatory

"Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180"

reverse stock split financial

"If the Company chooses to implement a reverse stock split, it must complete the reverse split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

promissory note financial

"partition a new promissory note in the principal amount of $200,000.00"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

Section 3(a)(9) of the Securities Act of 1933 regulatory

"pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933"

Section 3(a)(9) of the Securities Act of 1933 is a limited registration exemption that lets holders swap one security for another issued by the same company—common in reorganizations, mergers, exchanges or bankruptcy—without the company having to register the transaction with the SEC. Think of it like trading in an old product for a new model from the same maker: investors care because it can speed restructuring, cut legal costs and paperwork, and affect when and how shares become tradable, which in turn influences liquidity and potential dilution.

market value of publicly held shares financial

"required to meet the continued listing requirement for market value of publicly held shares"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue did Farmmi (FAMI) disclose in this 6-K?

Farmmi disclosed that Nasdaq notified it on August 11, 2026 that its Class A ordinary shares failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days under Listing Rule 5550(a)(2).

How long does Farmmi (FAMI) have to regain Nasdaq bid price compliance?

Farmmi has a 180-day compliance period, until February 8, 2027, to regain compliance. It must maintain a closing bid of at least $1.00 for a minimum of ten consecutive business days during this period.

Can Farmmi (FAMI) receive more time beyond February 8, 2027 to meet Nasdaq rules?

Farmmi may qualify for an additional 180-day grace period if it meets other initial Nasdaq listing standards, including market value of publicly held shares, and formally notifies Nasdaq of its plan to cure the bid price deficiency, potentially via a reverse stock split.

What reverse stock split timing did Farmmi (FAMI) describe?

Farmmi stated that if it chooses to implement a reverse stock split to cure the deficiency, it must complete the reverse split no later than ten business days before February 8, 2027 to regain compliance within the initial period.

What debt-for-equity exchange did Farmmi (FAMI) complete with Atlas Sciences?

On August 11–12, 2026, Farmmi and Atlas Sciences agreed to partition a $200,000 New Note from a prior $5,355,000 note, and Farmmi issued 1,581,027 Class A ordinary shares to satisfy the New Note under Section 3(a)(9).

Does the Nasdaq notification immediately delist Farmmi (FAMI) shares?

No. Farmmi reported that the Nasdaq notification does not result in immediate delisting, and its Class A ordinary shares will continue to trade uninterrupted on Nasdaq under the symbol FAMI during the compliance process.

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

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Available on EDGAR 08/12/2026 - 04:38 PM Accepted by SEC EDGAR 08/12/2026 - 04:38 PM Learn about SEC filing dates

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 August 2026

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

Nasdaq Notification Regarding Minimum Bid Price Deficiency

On August 11, 2026, Farmmi, Inc. (the “Company”) received a letter from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price per share for its Class A ordinary shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). This current report is filed pursuant to Nasdaq Listing Rule 5810(b). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Class A ordinary shares, and the shares will continue to trade uninterrupted under the symbol “FAMI.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until February 8, 2027 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Class A ordinary shares is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. If the Company chooses to implement a reverse stock split, it must complete the reverse split no later than ten business days prior to February 8, 2027 in order to regain compliance.

In the event the Company does not regain compliance by February 8, 2027, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

On August 12, 2026, the Company issued a press release entitled “Farmmi Receives NASDAQ Notification Regarding Minimum Bid Requirements.” A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Exchange Agreement

On August 11 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with Atlas Sciences, LLC (“Atlas”). Pursuant to the Exchange Agreement, the parties agreed to partition a new promissory note in the principal amount of $200,000.00 (the “New Note”) from the promissory note the Company issued to Atlas on July 30, 2024, in the original principal amount of $5,355,000.00, and to exchange the partitioned New Note for the Company’s Class A ordinary shares. On August 12, 2026, the Company issued 1,581,027 Class A ordinary shares in satisfaction of the New Note. The issuance of such shares was pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

The foregoing descriptions of the Exchange Agreement are summaries of certain material terms of such agreement, do not purport to be complete and are qualified in their entirety by reference to the form of the Exchange Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Exhibits

The following documents are filed herewith:

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
10.1		Form of Exchange Agreement with Atlas Science, LLC dated August 11, 2026
99.1		Press release dated August 12, 2026, entitled “Farmmi, Inc. Receives NASDAQ Notification Regarding Minimum Bid Requirements”

2

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.

	Farmmi, Inc.
Date: August 12, 2026	By:	/s/ Yefang Zhang
		Yefang Zhang
		Chief Executive Officer

3

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE 8.2 KB

Agreements & Contracts

• EX-10.1 EXCHANGE AGREEMENT 32.8 KB