Farmmi (NASDAQ: FAMI) confirms share capital and par value cut

Rhea-AI Filing Summary

Farmmi, Inc. reports that a previously approved share capital reduction has now taken effect. The company’s authorized share capital has been reduced from US$12,000,000,000, originally divided into 4,500,000,000 Class A Ordinary Shares and 500,000,000 Class B Ordinary Shares at US$2.40 par value each, to US$50, now divided into the same numbers of Class A and Class B shares at US$0.000,000,010 par value each. This change, approved by shareholders through a special resolution and registered with the Cayman Islands Registrar of Companies, adjusts only the nominal or par value of the shares while keeping the share counts and rights structure as set out in the amended Articles of Association.

Key Figures

Authorized capital before reduction: US$12,000,000,000 Authorized capital after reduction: US$50 Class A shares authorized: 4,500,000,000 shares +4 more

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Authorized capital before reduction US$12,000,000,000 Previously authorized share capital

Authorized capital after reduction US$50 Authorized share capital following Special Resolution

Class A shares authorized 4,500,000,000 shares Class A Ordinary Shares authorized both before and after reduction

Class B shares authorized 500,000,000 shares Class B Ordinary Shares authorized both before and after reduction

Par value before reduction US$2.40 per share Nominal or par value of each Class A and B share before change

Par value after reduction US$0.000,000,010 per share New nominal or par value of each Class A and B share

Par value reduction per share US$2.399,999,990 Decrease in par value for each Class A and B share

Key Terms

share capital reduction, authorized share capital, Class A Ordinary Shares, Class B Ordinary Shares, +2 more

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share capital reduction financial

"shareholders of the Company passed a special resolution with respect to share capital reduction"

authorized share capital financial

"the authorized share capital of the Company has been reduced from (i) US$12,000,000,000"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

Class A Ordinary Shares financial

"4,500,000,000 Class A Ordinary Shares of US$2.40 nominal or par value each"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B Ordinary Shares financial

"500,000,000 Class B Ordinary Shares of US$2.40 nominal or par value each"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

par value financial

"par value of each Class A share and each Class B share by US$2.399,999,990"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

special resolution regulatory

"shareholders of the Company passed a special resolution with respect to share capital reduction"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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:

As previously reported, on February 24, 2026, at the extraordinary general meeting of shareholders of Farmmi, Inc. (the “Company”), shareholders of the Company passed a special resolution with respect to share capital reduction (the “Special Resolution”). Pursuant to the Special Resolution, the authorized share capital of the Company has been reduced from (i) US$12,000,000,000 divided into 4,500,000,000 Class A Ordinary Shares of US$2.40 nominal or par value each, and 500,000,000 Class B Ordinary Shares of US$2.40 nominal or par value each, to (ii) US$50 divided into 4,500,000,000 Class A Ordinary Shares of US$0.000,000,010 nominal or par value each, and 500,000,000 Class B Ordinary Shares of US$0.000,000,010 nominal or par value each, by the reduction of the par value of each Class A share and each Class B share by US$2.399,999,990 (the “Capital Reduction”), in each case, having the rights and being subject to the restrictions as set out in the Articles of Associations, as amended, of the Company. This Report on Form 6-K is being filed for the sole purpose of confirming that the Capital Reduction has taken effect following the registration of the Special Resolution with the Cayman Islands Registrar of Companies.

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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.

	Farmmi, Inc.
Date: April 10, 2026	By:	/s/ Yefang Zhang
		Yefang Zhang
		Chief Executive Officer

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FAQ

What did Farmmi (FAMI) change in its share capital structure?

Farmmi implemented a shareholder-approved share capital reduction, cutting total authorized capital from US$12,000,000,000 to US$50, while keeping the same numbers of Class A and Class B Ordinary Shares outstanding in its authorized structure.

How did Farmmi (FAMI) alter the par value of its shares?

Farmmi reduced the nominal or par value of each Class A and Class B Ordinary Share from US$2.40 to US$0.000,000,010. The reduction per share is US$2.399,999,990, as specified in the shareholder-approved special resolution.

Does Farmmi’s share capital reduction change the number of authorized shares?

No, Farmmi kept the same authorized share counts: 4,500,000,000 Class A Ordinary Shares and 500,000,000 Class B Ordinary Shares. Only the total authorized capital amount and each share’s nominal or par value were reduced, according to the special resolution.

What formal step made Farmmi’s capital reduction effective?

The capital reduction became effective after registration of the special resolution with the Cayman Islands Registrar of Companies. Farmmi’s Form 6-K was filed to confirm that this registration occurred and that the reduction has now taken effect as described.

Are Farmmi (FAMI) share rights changed by this capital reduction?

The filing states that the shares continue to have rights and restrictions as set out in Farmmi’s amended Articles of Association. It describes changes only to authorized capital and nominal or par value, not to the rights structure themselves.