S.H.N. Financial Investments Ltd. reports 9.99% ownership in Farmmi, Inc. The filing states the reporting person beneficially owns 4,154,720 Class A Ordinary Shares (comprised of 3,700,000 Class A shares and 454,720 Pre-Funded Warrants) subject to a 9.99% beneficial ownership limitation.
Shares outstanding were 37,434,077 as of June 30, 2026, per the issuer's prospectus cited in the filing. Nir Shamir is identified as CEO of the reporting entity; the signature is dated 07/06/2026.
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Insights
Holdings equal a 9.99% beneficial stake per filing.
The filing lists 4,154,720 shares beneficially owned by S.H.N. Financial Investments Ltd., composed of 3,700,000 Class A shares and 454,720 Pre-Funded Warrants. The report ties the percentage to June 30, 2026 outstanding shares.
The filing notes a 9.99% beneficial ownership limitation and excludes an additional 1,845,280 Pre-Funded Warrants from the ownership total. Subsequent disclosures would be needed to show any transactions that alter this stake.
Filing clarifies voting and dispositive powers are sole and specified.
The report states sole voting power and sole dispositive power over 4,154,720 shares. It attributes potential beneficial ownership reference to Nir Shamir as CEO of the reporting entity, with a disclaimer about individual beneficial ownership.
Because the filing is an ownership disclosure under Schedule 13G, it is routine; material changes would appear in later filings if shares are acquired or disposed.
Key Figures
Reported beneficial ownership:4,154,720 sharesPercent of class:9.99%Class A shares:3,700,000 shares+3 more
"The amounts in Row (5), (7) and (9) represent 3,700,000 Class A Ordinary Shares and 454,720 Pre-Funded Warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: Farmmi, Inc."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownership limitationregulatory
"subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Rule 13d-3regulatory
"may be deemed to beneficially own (as that term is defined in Rule 13d-3 ) the securities described herein"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
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What stake does S.H.N. Financial Investments hold in Farmmi (FAMI)?
S.H.N. Financial Investments reports beneficial ownership of 4,154,720 shares, equal to 9.99% of the class. The filing ties the percentage to 37,434,077 shares outstanding as of June 30, 2026.
How is the 4,154,720 share total composed in the filing?
The filing states the total comprises 3,700,000 Class A Ordinary Shares and 454,720 Pre-Funded Warrants. An additional 1,845,280 Pre-Funded Warrants are noted but are excluded from the reported beneficial total.
Does the filing indicate voting or dispositive control over the shares?
Yes. The report lists sole voting power of 4,154,720 and sole dispositive power of 4,154,720 for the reporting person, with no shared voting or dispositive power reported in the filing.
Who signed the Schedule 13G and when was it filed?
The Schedule 13G is signed by Nir Shamir, Chief Executive Officer of the reporting entity and is dated 07/06/2026, per the signature block provided in the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Farmmi, Inc.
(Name of Issuer)
Class A Ordinary Shares, $ 0.000,000,010 par value
(Title of Class of Securities)
G33277149
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G33277149
1
Names of Reporting Persons
S.H.N. Financial Investments Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,154,720.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,154,720.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,154,720.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Farmmi, Inc.
(b)
Address of issuer's principal executive offices:
Fl 1, Building No. 1, 888 Tianning Street, Liandu District, Lishui, Zhejiang Province, People's Republic of China 323000
Item 2.
(a)
Name of person filing:
S.H.N. Financial Investments Ltd.
(b)
Address or principal business office or, if none, residence:
Herzliya Hills
Arik Einstein 3, Israel, 4610301
(c)
Citizenship:
Israel
(d)
Title of class of securities:
Class A Ordinary Shares, $ 0.000,000,010 par value
(e)
CUSIP Number(s):
G33277149
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,154,720
The amounts in Row (5), (7) and (9) represent 3,700,000 Class A Ordinary Shares and 454,720 Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation. The amounts do not include 1,845,280 Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 37,434,077 Class A Ordinary Shares outstanding, based on the Issuer's Prospectus under Rule 424(b)(5), filed with the Securities and Exchange Commission on June 30, 2026. The number of shares outstanding does not give effect to any exercise of Pre-Funded Warrants.
Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,154,720
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
4,154,720
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
