What will Farmmi (FAMI) use the net proceeds of the share sale for?

Farmmi intends to use the net proceeds from this registered direct offering for working capital and general corporate purposes. This typically includes funding day-to-day operations, supporting growth initiatives, and maintaining financial flexibility as described in the company’s disclosure.

Farmmi (NASDAQ: FAMI) raises $5.8M in $0.35 share sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Farmmi, Inc. entered into a securities purchase agreement on June 16, 2026 for a registered direct offering of 16,571,429 Class A ordinary shares at $0.35 per share, for gross proceeds of about $5.8 million.

The company plans to use the net proceeds for working capital and general corporate purposes. The shares are being issued under Farmmi’s effective shelf registration statement on Form F-3, using a prospectus supplement and related legal opinion from Campbells LLP.

Key Figures

Shares offered: 16,571,429 shares Offering price: $0.35 per share Gross proceeds: $5.8 million +2 more

5 metrics

Shares offered 16,571,429 shares Class A ordinary shares in registered direct offering

Offering price $0.35 per share Price for Class A ordinary shares

Gross proceeds $5.8 million Before deducting offering expenses

Offering date June 16, 2026 Date of securities purchase agreement

F-3 effectiveness June 27, 2024 Form F-3 declared effective by SEC

Key Terms

registered direct offering, securities purchase agreement, shelf registration statement, prospectus supplement, +1 more

5 terms

registered direct offering financial

"issue and sell to such Purchasers, in a registered direct offering (the “Offering”)"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

securities purchase agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

shelf registration statement regulatory

"effective shelf registration statement on Form F-3 (File No. 333-280348)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"offered pursuant to a prospectus supplement to the Company’s effective shelf"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Form F-3 regulatory

"Registration Statement on Form F-3 (File No. 333-280348)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

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

06/22/2026 - 04:30 PM

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 of

the Securities Exchange Act of 1934

For the month of June 2026

Commission File Number: 001-38397

Farmmi, Inc.

(Registrant’s name)

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 of Form 20-F or Form 40-F.:

Form 20-F ☒ Form 40-F ☐

Explanatory Note:

On June 16, 2026, Farmmi, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to such Purchasers, in a registered direct offering (the “Offering”), an aggregate of 16,571,429 Class A ordinary shares (the “Shares”), at an offering price of $0.35 per Share, for gross proceeds of $5.8 million before deducting offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Shares were offered pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form F-3 (File No. 333-280348), including the base prospectus contained therein, which was filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2024 and was declared effective by the Commission on June 27, 2024.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. A copy of the opinion of Campbells LLP, as legal counsel to the Company relating to the legality of the issuance and sale of the Shares in the Offering, is filed as Exhibit 5.1 hereto.

This report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-280348) and into the prospectus or prospectus supplement outstanding under the foregoing registration statement, to the extent not superseded by documents or report subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

EXHIBIT INDEX

Exhibit		Description

5.1		Opinion of Campbells LLP
10.1		Form of Securities Purchase Agreement, dated June 16, 2026 by and between Farmmi, Inc. and Purchasers
23.1		Consent of Campbells LLP (included in the opinion filed as Exhibit 5.1)

SIGNATURES

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: June 22, 2026	By:	/s/ Yefang Zhang
	Name:	Yefang Zhang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Farmmi (FAMI) announce in this June 2026 Form 6-K?

Farmmi agreed to sell 16,571,429 Class A ordinary shares in a registered direct offering. The shares are priced at $0.35 each, providing gross proceeds of about $5.8 million to support working capital and general corporate purposes.

How many new Farmmi (FAMI) shares are being issued and at what price?

Farmmi is issuing 16,571,429 Class A ordinary shares at an offering price of $0.35 per share. This registered direct offering is documented in a securities purchase agreement with certain investors dated June 16, 2026.

How much capital is Farmmi (FAMI) raising in this offering?

Farmmi expects gross proceeds of approximately $5.8 million from selling 16,571,429 Class A ordinary shares. These proceeds are before deducting offering expenses and will be used for working capital and general corporate purposes, according to the company’s disclosure.

Under which registration statement is Farmmi (FAMI) conducting this offering?

The shares are offered under Farmmi’s shelf registration statement on Form F-3, File No. 333-280348. This registration statement was filed with the SEC on June 18, 2024 and declared effective on June 27, 2024, enabling the registered direct offering.

Does this Farmmi (FAMI) Form 6-K itself constitute an offer to sell securities?

No, the Form 6-K explicitly states it does not constitute an offer to sell or a solicitation to buy securities. Any such offer or sale must comply with applicable securities laws and proper registration or qualification in relevant jurisdictions.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 SECURITIES PURCHASE AGREEMENT 180.4 KB