Farmmi (FAMI) confirms filing of dual‑class share charter in Cayman

Rhea-AI Filing Summary

Farmmi, Inc. has confirmed that its Fourth Amended and Restated Memorandum and Articles of Association has been filed with the Cayman Islands Registrar of Companies. The updated charter reorganizes the company’s equity into a dual‑class share structure of Class A and Class B ordinary shares.

The company is now authorized to issue 4,500,000,000 Class A ordinary shares and 500,000,000 Class B ordinary shares, each with a nominal value of US$2.40. Class A shares carry one vote per share, while Class B shares carry fifty votes per share, significantly concentrating voting power in the higher‑vote class.

Insights

Corporate governance analyst

Farmmi adopts a dual‑class share structure with high‑vote Class B stock.

Farmmi, Inc. has implemented a dual‑class capital structure through its Fourth Amended and Restated Memorandum and Articles of Association. Class A ordinary shares have one vote per share, while Class B ordinary shares carry fifty votes per share, creating a strong voting distinction.

The authorization of 4,500,000,000 Class A and 500,000,000 Class B shares at a nominal value of US$2.40 each defines substantial capacity for future equity issuance under this structure. The filing notes that shareholders approved these changes at an extraordinary general meeting on December 5, 2025, indicating formal shareholder consent to the governance design.

This change primarily affects control dynamics rather than current financial performance. Future disclosures in company filings may provide more detail on how Class B shares are allocated among key holders and how the voting imbalance influences corporate decision‑making over time.

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:

On December 5, 2025, at the extraordinary general meeting of shareholders of Farmmi, Inc. (the “Company”), shareholders of the Company approved, among other matters, the amendment and restatement of the Memorandum and Articles of Association, as amended, of the Company to reflect the reclassification and redesignation of the Company’s ordinary shares into Class A ordinary shares and Class B ordinary shares. Pursuant to the Fourth Amended and Restated Memorandum and Articles of Association, the Company is authorized to issue 4,500,000,000 Class A ordinary shares of US$2.40 nominal or par value each, with one vote per share, and 500,000,000 Class B ordinary shares of US$2.40 nominal or par value each, with fifty votes per share. This Report on Form 6-K is being filed for the sole purpose of confirming that the Fourth Amended and Restated Memorandum and Articles of Association has been filed with the Cayman Islands Registrar of Companies.

A copy of the Fourth Amended and Restated Memorandum and Articles of Association of the Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Exhibits

The following document is filed herewith:

Exhibit Number		Description of Exhibit
3.1		Fourth Amended and Restated Memorandum and Articles of Association of Farmmi, Inc.

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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: February 3, 2026	By:	/s/ Yefang Zhang
		Yefang Zhang
		Chief Executive Officer

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FAQ

What did Farmmi (FAMI) disclose in its latest Form 6-K?

Farmmi disclosed that its Fourth Amended and Restated Memorandum and Articles of Association has been formally filed. The updated charter implements a dual‑class share structure with Class A and Class B ordinary shares carrying different voting rights and large authorized share amounts.

How did Farmmi (FAMI) change its share structure in this filing?

Farmmi adopted a dual‑class share structure with Class A and Class B ordinary shares. Class A shares have one vote per share, while Class B shares carry fifty votes per share, creating a significant difference in voting power between the two share classes.

How many shares is Farmmi (FAMI) now authorized to issue?

Farmmi is authorized to issue 4,500,000,000 Class A shares and 500,000,000 Class B shares. Both classes have a nominal value of US$2.40 per share, as stated in the Fourth Amended and Restated Memorandum and Articles of Association.

What are the voting rights of Farmmi’s Class A and Class B shares?

Farmmi’s Class A ordinary shares carry one vote per share, while Class B shares carry fifty votes per share. This structure concentrates voting influence in the higher‑vote Class B shares, even if they represent fewer shares outstanding than Class A.

When did Farmmi (FAMI) shareholders approve the new Memorandum and Articles?

Farmmi shareholders approved the amended and restated Memorandum and Articles on December 5, 2025. The approval occurred at an extraordinary general meeting, and the subsequent Form 6‑K confirms filing of the updated charter with the Cayman Islands Registrar of Companies.

Does the Farmmi (FAMI) 6-K involve a new securities offering?

The 6-K focuses on confirming the filing of Farmmi’s amended charter, not announcing a specific securities offering. It describes authorized amounts and voting rights for Class A and Class B ordinary shares under the new dual‑class structure.