Farmmi (FAMI) investors approve sweeping capital reduction and new par value

Rhea-AI Filing Summary

Farmmi, Inc. reported the results of an extraordinary general meeting where shareholders approved a special resolution to reduce the company’s share capital. The meeting had strong participation, with 10,271,384 voting shares present, representing 74.35% of issued voting shares and satisfying quorum requirements.

Shareholders approved a capital reduction that sets the authorised share capital at US$50, divided into 4,500,000,000 Class A Ordinary Shares and 500,000,000 Class B Ordinary Shares, each with a nominal or par value of US$0.000,000,010, by reducing the par value of each Class A and Class B share by US$2.399,999,990. The proposal passed overwhelmingly, with 10,447,932 votes for, 12,646 against and 583 abstentions, indicating broad shareholder support for the capital structure change.

Insights

Capital structure analyst

Farmmi shareholders approved a major par value reduction with strong support.

The resolution restructures Farmmi’s authorised share capital to a total of US$50, split into 4.5 billion Class A and 500 million Class B shares, each with a very small nominal value of US$0.000,000,010. This is implemented by reducing the par value of each share by US$2.399,999,990.

Such capital reductions typically affect the legal and accounting representation of equity rather than day-to-day operations. The vote was highly one-sided, with 10,447,932 votes in favour versus 12,646 against and 583 abstentions, suggesting clear shareholder alignment. Future company filings may explain how this revised capital structure interacts with any subsequent corporate actions or financing plans.

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 February 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:

Farmmi, Inc. (the “Company”) convened an extraordinary general meeting of shareholders (the “Meeting”) on February 24, 2026, at 10:00 A.M., local time (9:00 P.M., Eastern Time, on February 23, 2026) in Lishui City, Zhejiang Province, China. A total of 10,271,384 shares of the Company’s Class A ordinary shares and Class B Ordinary Shares present in person or by proxy, representing 74.35% of the total issued voting shares entitled to vote at the Meeting and constituting a quorum for the transaction of business. The Meeting was properly convened.

The following is a brief description of the final voting results for the proposal submitted to a vote of the shareholders at the Meeting.

1. Special Resolution THAT, subject to and conditional upon compliance at all times with the Companies Act (Revised) in respect of the Capital Reduction (as defined below), with effect from the date on which these conditions are satisfied, the authorised share capital of the Company be reduced to 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”). The votes of the shareholders were as follows:

Total Votes		For		Against		Abstained
Class A Ordinary Shares and Class B Ordinary Shares		10,447,932		12,646		583

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: February 25, 2026	By:	/s/ Yefang Zhang
		Yefang Zhang
		Chief Executive Officer

3

FAQ

What did Farmmi, Inc. (FAMI) shareholders approve at the February 2026 meeting?

Shareholders approved a special resolution to reduce Farmmi’s share capital. The authorised capital becomes US$50, divided into 4,500,000,000 Class A and 500,000,000 Class B shares, each with a nominal value of US$0.000,000,010 after reducing the par value per share.

How many Farmmi (FAMI) shares were represented at the extraordinary general meeting?

A total of 10,271,384 Class A and Class B ordinary shares were present in person or by proxy. This represented 74.35% of the issued voting shares entitled to vote, meaning quorum requirements were met and the meeting was properly convened for business.

What is the new authorised share capital structure for Farmmi (FAMI)?

The authorised share capital is set at US$50 in total. It is divided into 4,500,000,000 Class A Ordinary Shares and 500,000,000 Class B Ordinary Shares, each with a nominal or par value of US$0.000,000,010 following the approved capital reduction resolution.

How did Farmmi (FAMI) shareholders vote on the capital reduction resolution?

The capital reduction passed with overwhelming support. Shareholders cast 10,447,932 votes in favour, 12,646 votes against and 583 abstentions. This decisive margin indicates broad approval of the new authorised capital and reduced par value structure.

What change was made to Farmmi (FAMI) shares’ par value in the resolution?

The resolution reduced the par value of each Class A and Class B share by US$2.399,999,990. After this change, each share carries a new nominal or par value of US$0.000,000,010, aligning the total authorised capital with the stated US$50 level.

Where was the Farmmi (FAMI) extraordinary general meeting held and when?

The extraordinary general meeting took place in Lishui City, Zhejiang Province, China. It was held on February 24, 2026 at 10:00 A.M. local time, corresponding to 9:00 P.M. Eastern Time on February 23, 2026 for overseas participants.