Farmmi (FAMI) flagged for Nasdaq bid price rule, issues 1.58M shares to Atlas
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.
FAQ
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).
AI-generated analysis. How Rhea-AI works. Not financial advice.
