fami_424b5.htm

424B5 1 fami_424b5.htm 424B5 fami_424b5.htm

	Filed pursuant to Rule 424(b)(5)
	Registration No. 333-280348

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not offers to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUPPLEMENT

SUBJECT TO COMPLETION

DATED JUNE 29, 2026

(To Prospectus dated June 27, 2024)

Class A Ordinary Shares

Pre-Funded Warrants to Purchase Class A Ordinary Shares

Class A Ordinary Shares Issuable Upon Exercise of Pre-Funded Warrants

Farmmi, Inc.

We are offering Class A ordinary shares, par value $0.000,000,010 per share (the “Class A Ordinary Shares” or “Ordinary Shares”), and/or pre-funded warrants to purchase up to Ordinary Shares, or Pre-Funded Warrants, pursuant to this prospectus supplement and the accompanying prospectus. The public offering price is $ per Ordinary Share and $ per Pre-Funded Warrant (which equals the per share public purchase price for the Ordinary Shares of $ less the $0.00001 exercise price for each such Pre-Funded Warrant). Each Pre-Funded Warrant will be exercisable for one Ordinary Share. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This offering also relates to the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants offered hereby.

The Company’s Class A Ordinary Shares trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “FAMI”. On June 26, 2026, the last reported price of the Class A Ordinary Shares on Nasdaq was $1.22 per share.

As of the date of this prospectus supplement, the Company is authorized to issue 4,500,000,000 Class A Ordinary Shares and 500,000,000 Class B ordinary shares of par value $0.000,000,010 per share (the “Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights as set forth in our amended and restated memorandum and articles of association, as amended and restated from time to time (the “Memorandum and Articles of Association”). In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one (1) vote for each Class A Ordinary Share held and each holder of Class B Ordinary Shares will be entitled to fifty (50) votes for each Class B Ordinary Share held. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time at the option of the holder thereof on a one-for-one basis. As of June 26, 2026, the Company had 30,434,077 Class A Ordinary Shares and 3,873 Class B Ordinary Shares issued and outstanding.

S-1

Table of Contents

As of June 26, 2026, the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was $45.3 million based on 30,434,077 Class A Ordinary Shares, of which 30,433,975 Class A Ordinary Shares are held by non-affiliates, and a per share price of $1.49 based on the closing sale price of our Class A Ordinary Shares on Nasdaq on May 21, 2026. During the previous 12 calendar months prior to and including the date of this prospectus supplement, we have sold $5,800,000 of our securities pursuant to General Instruction I.B.5 of Form F-3.

We are a Cayman Islands exempted company and are not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through our subsidiaries in China and the United States. The securities offered in this offering are of the offshore holding company, Farmmi, Inc., which owns equity interests, directly or indirectly, of the operating subsidiaries. This holding structure involves unique risks to investors in that the PRC government could disallow our holding company structure, which would result in a material change in our operations and the value of such securities could significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our annual report on Form 20-F for the fiscal year ended September 30, 2025 (the “2025 Annual Report”), which is incorporated by reference into this prospectus supplement. Unless otherwise stated, as used in this prospectus supplement and in the context of describing our operations and consolidated financial information, “Farmmi,” the “Company,” “we,” “us” or “our” refers to Farmmi, Inc, a Cayman Islands company, and “PRC Subsidiaries” refer to our subsidiaries incorporated in mainland China. We will also refer to all of our subsidiaries as the “Subsidiaries.”

We are subject to legal and operational risks associated with being based in or having the majority of the company’s operations in China. The Chinese government may intervene or influence the operation of our PRC operating subsidiaries and exercise significant oversight and discretion over the conduct of their business and may intervene in or influence their operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2025 Annual Report, which is incorporated by reference into this prospectus supplement.

Recently the PRC government initiated a series of regulatory actions and issued statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As of the date of this prospectus supplement, we and our PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. As confirmed by our PRC counsel, Guangdong Zhiheng (Shanghai) Law Firm, or Zhiheng, we are not subject to cybersecurity review with the Cyberspace Administration of China (the “CAC”), under the Cybersecurity Review Measures that became effective on February 15, 2022, since we are not critical information infrastructure operator (“CIIO”) or online platform operator, and we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures. We have not been notified by relevant government agencies or local authorities for data security assessment, and our data have not been publicly released as important data. Therefore, we do not need to declare our data for security assessment as important data to exit the country, under the Provisions on Regulating and Facilitating Cross-Border Data Flow that were promulgated by CAC and became effective on March 22, 2024. We are also not subject to network data security review by the CAC, since we currently do not conduct network data processing activities that affect or may affect national security, which we understand might otherwise subject us to the Regulation on Network Data Security Management. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, which came into effect on March 31, 2023. As advised by Zhiheng, we are required to complete necessary filing procedures pursuant to the Trial Measures within three working days after the completion of this offering. Notwithstanding the foregoing, as of the date of this prospectus supplement, according to Zhiheng, no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2025 Annual Report, which is incorporated by reference into this prospectus supplement.

S-2

Table of Contents

Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the PCAOB determines it is unable to inspect or investigate completely our auditors for two consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, YCM CPA INC., headquartered in Irvine, California, has been inspected by the PCAOB on a regular basis. Our auditor was not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that were subject to PCAOB’s determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Notwithstanding the foregoing, in the future, if it is determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditor’s audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2025 Annual Report, which is incorporated by reference into this prospectus supplement.

As a holding company, we may rely upon dividends paid to us by our subsidiaries to pay dividends and to finance any debt we may incur. As of the date of this prospectus, none of our Subsidiaries has issued any dividends or distributions to us and we have not made any dividends or distributions to our shareholders, nor do we have any present plan to pay any cash dividends on our shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. Under PRC law, we may provide funding to our PRC subsidiaries through capital contributions or loans. For the fiscal year ended September 30, 2025, we provided working capital loans of $157.7 million in aggregate to our subsidiaries. For the fiscal year ended September 30, 2024, we provided working capital loans of $151.8 million in aggregate to our subsidiaries. For the fiscal year ended September 30, 2023, we provided working capital loans of $151.7 million in aggregate to our subsidiaries. As of the date of this prospectus supplement, we do not anticipate any material difficulties on our ability to transfer cash between subsidiaries.

Investing in our securities involves a high degree of risk. You should carefully read and consider the risk factors beginning on page S-14 of this prospectus supplement and in the accompanying prospectus, as well as those included in the periodic and other reports we file with the Securities and Exchange Commission before you make your investment decision.

Per Ordinary

Share

Per Pre-Funded

Warrant

Total

Public offering price

Underwriting discounts (7%) ⁽¹⁾

Proceeds, before expenses, to us

(1)	The underwriter will also be reimbursed for certain expenses incurred in this offering. See “Underwriting” on page S-20 of this prospectus supplement for additional information regarding underwriting compensation.

We have granted the underwriter an option for a period ending 45 days after the closing of this offering to purchase up to 15% additional Ordinary Shares from us at the public offering price, less the underwriting discount, solely to cover over-allotments, if any.

We expect to deliver the securities being offered pursuant to this prospectus supplement on or about , 2026.

None of the United States Securities and Exchange Commission, any state securities commission or any other regulatory body, has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Sole Book-Running Manager

Aegis Capital Corp.

The date of this prospectus supplement is , 2026.

S-3

Table of Contents

TABLE OF CONTENTS

Prospectus Supplement

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-7
PROSPECTUS SUPPLEMENT SUMMARY		S-8
THE OFFERING		S-13
RISK FACTORS		S-14
CAPITALIZATION		S-18
USE OF PROCEEDS		S-19
DESCRIPTION OF THE SECURITIES WE ARE OFFERING		S-19
UNDERWRITING		S-21
LEGAL MATTERS		S-24
EXPERTS		S-24
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-24
WHERE YOU CAN FIND MORE INFORMATION		S-25
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION		S-25

Prospectus

PROSPECTUS SUMMARY		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
ABOUT OUR COMPANY		4
RISK FACTORS		19
CAPITALIZATION AND INDEBTEDNESS		38
USE OF PROCEEDS		38
GENERAL DESCRIPTION OF THE SECURITIES WE MAY OFFER		38
DESCRIPTION OF SHARE CAPITAL		39
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		52
DESCRIPTION OF DEBT SECURITIES		53
DESCRIPTION OF WARRANTS		62
DESCRIPTION OF RIGHTS		64
DESCRIPTION OF UNITS		65
PLAN OF DISTRIBUTION		66
TAXATION		69
LEGAL MATTERS		69
EXPERTS		69
ENFORCEABILITY OF CIVIL LIABILITIES		70
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		71
WHERE YOU CAN FIND MORE INFORMATION		71
INFORMATION INCORPORATED BY REFERENCE		71

S-4

Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form F-3 (File No. 333-280348) utilizing a shelf registration process relating to the securities described in this prospectus supplement that was initially filed with the Securities and Exchange Commission, or the SEC, on June 18, 2024, and that was declared effective by the SEC on June 27, 2024. Other than Ordinary Shares and Pre-Funded Warrants being sold pursuant to this offering, we have not sold any securities under that shelf registration statement. This document comprises two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the accompanying prospectus, you should rely on the information in this supplement.

This prospectus supplement and the accompanying prospectus relate to the offering of our Ordinary Shares and Pre-Funded Warrants. Before buying any of the securities offered hereby, we urge you to read carefully this prospectus supplement and the accompanying prospectus, together with the information incorporated herein by reference as described below under the heading “Incorporation by Reference.” This prospectus supplement contains information about the Ordinary Shares and Pre-Funded Warrants offered hereby and may add to, update or change information in the accompanying prospectus.

In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file with the SEC. This means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and should be read with the same care. When we make future filings with the SEC to update the information contained in documents that have been incorporated by reference, the information included or incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement. However, if any statement in this prospectus supplement or the accompanying prospectus is inconsistent with a statement in another document having a later date (including a document incorporated by reference in the accompanying prospectus), the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the underwriter has authorized anyone to provide you with different information. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted.

Neither we nor the underwriter have authorized anyone to provide you with information different from that contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized for use in connection with this offering. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus, and any free writing prospectus we have authorized for use in connection with this offering is accurate only as of the date of each such document. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of the accompanying prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” These documents contain important information that you should consider when making your investment decision.

S-5

Table of Contents

We are not making offers to sell or solicitations to buy our securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front of the respective document and that any information that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or the time of any sale of a security.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the securities or possession or distribution of this prospectus supplement or the accompanying base prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying base prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement or the accompanying base prospectus applicable to that jurisdiction.

Throughout this prospectus, unless otherwise designated, the terms “we”, “us”, “our”, “Farmmi”, “the Company” and “our Company” refer to Farmmi, Inc. and its consolidated subsidiaries. References to “Ordinary Shares” and “share capital” refer to the Class A Ordinary Shares and share capital, respectively, of Farmmi.

This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

S-6

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this prospectus, including the documents referred to or incorporated by reference in this prospectus or statements of our management referring to our summarizing the contents of this prospectus, include “forward-looking statements”. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results may differ materially or perhaps significantly from those discussed herein, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project” and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements included or incorporated by reference in this prospectus or our other filings with the Securities and Exchange Commission, or the SEC include, but are not necessarily limited to, those relating to:

	·	our possible inability to raise or generate additional funds that will be necessary to continue and expand our operations;

	·	our potential lack of revenue growth;

	·	our potential inability to add new products and services that will be necessary to generate increased sales;

	·	our potential lack of cash flows;

	·	our potential loss of key personnel;

	·	the availability of qualified personnel;

	·	international, national, regional and local economic and political changes;

	·	general economic and market conditions;

	·	increases in operating expenses associated with the growth of our operations;

	·	the possibility of technological changes;

	·	the potential for increased competition; and

	·	other unanticipated factors.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipate in our forward-looking statements. Please see “Risk Factors” in our reports filed with the SEC or in a prospectus supplement related to this prospectus for additional risks which could adversely impact our business and financial performance.

Moreover, new risks regularly emerge and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout (or incorporated by reference in) this prospectus.

S-7

Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about us, this offering and information contained in greater detail elsewhere in this prospectus supplement, the accompanying prospectus, and in the documents incorporated by reference. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. You should carefully read and consider this entire prospectus supplement, the accompanying prospectus and the documents, including financial statements and related notes, and information incorporated by reference into this prospectus supplement, including the financial statements and “Risk Factors” starting on pages S-15 of this prospectus supplement, before making an investment decision. If you invest in our securities, you are assuming a high degree of risk.

Except as otherwise indicated by the context, references in this prospectus supplement to:

	·	“Farmmi International” or ““Farmmi HK” are to Farmmi International Limited, a Hong Kong limited company;

	·	“Farmmi US” are to Farmmi USA Inc, a California corporation;

	·	“SuppChains” are to SuppChains Group Inc, a California corporation

	·	“SuppChains Transport” are to SuppChains Transport Inc, a California corporation

	·	“SuppChains Oak” are to SuppChains Oak Inc, a New Jersey corporation

	·	“Bluesage” are to Bluesage Marketing Inc, a California corporation

	·	“PRC subsidiaries” are to our subsidiaries established in mainland China, including:

	·	Farmmi (Hangzhou) Enterprise Management Co., Ltd

	·	Lishui Farmmi E-Commerce Co., Ltd.

	·	Zhejiang Yitang Medical Service Co., Ltd.

	·	Zhejiang Yiting Medical Technology Co., Ltd.

	·	Farmmi (Hangzhou) Health Development Co., Ltd.

	·	Zhejiang Farmmi Healthcare Technology Co., Ltd.

	·	Jiangxi Xiangbo Agriculture and Forestry Development Co. Ltd.

	·	Yudu County Yada Forestry Co., Ltd.

	·	Zhejiang Farmmi Ecological Agricultural Technology Co., Ltd.

	·	Zhejiang Suyuan Agricultural Technology Co., Ltd

	·	“China” and “PRC” are to the People’s Republic of China, and for purposes of this prospectus, are also to mainland China;

	·	“RMB,” “Renminbi” and “¥” are to the legal currency of China; and

	·	“USD,” “U.S. dollars,” “dollars,” and “$” are to the legal currency of the United States.

	·	“Fiscal year” are to our fiscal year ended September 30 of that calendar year.

S-8

Table of Contents

We are not a PRC operating company but a holding company incorporated in the Cayman Islands. As a holding company, we own equity interests, directly or indirectly, in our Subsidiaries based in mainland China, Hong Kong and the U.S. Substantially all of the business operations are conducted by our Subsidiaries based in mainland China and the U.S.

Investors in our securities are not purchasing an equity interest in our Subsidiaries in China or the U.S., but instead are purchasing an equity interest in a Cayman Islands holding company.

Overview

Through our PRC subsidiaries, we process and sell edible fungi and other agricultural products both in China and internationally. Our U.S. subsidiaries provide logistics and supply chain services in the United States. Our business has historically been focused on the processing and sales of a variety of mushrooms, edible fungi and other agricultural products. In the recent years, in response to the market demand, our product sales have more evenly divided among Shiitake mushrooms, Mu Er mushrooms, and bulk trading of agricultural products, such as cotton and corn. To implement our global expansion strategy and meet the growing customer demand, we launched our logistics services business in the U.S. in the summer of 2024, with the aim to develop a food and agricultural product supply chain system.

Our PRC subsidiaries sell most of the products to distributors in China, which then sell in China and internationally. For the year ended September 30, 2025, approximately 96.3% of our products are sold in China and 3.7% outside mainland China, including in the U.S., Japan, Canada, and other countries and regions. Our subsidiaries had previously sold products through e-commerce platforms operated by Nongyuan Network and third-party e-commerce service providers. Most of our e-commerce operations had been closed as of January 2023 to reduce the operating costs and expenses given the low profit margins generated.

The product sales agreements with major distributors of our products generally provide that payment is due upon receipt of a value-added tax invoice, and the customer should make the payment by bank’s acceptance bill or wire transfer. Delivery is made at our factory and the customer is responsible for the cost of transportation. Products are deemed to be accepted upon receipt unless the customer rejects the delivery. Our cooperation with other domestic sale distributors is similar, except the delivery is made at the distributor’s warehouse. For new distributors, we may require full payment before we deliver the products to them.

Our subsidiaries supply products indirectly to foreign customers, such as supermarkets or food companies, through distributors in China. Our agreements with these Chinese distributors provide that payment is due upon receipt of a value-added tax invoice and a copy of bill of lading, and the distributor should make the payment by wire transfer. Our products are required to meet the export requirements. Delivery is completed at a warehouse designated by the Chinese distributor, and we are responsible for the cost of transportation from our warehouse to the warehouse designated by the Chinese distributor. Products are deemed to be accepted upon receipt unless the foreign customers raise objections.

Product quality is always our main focus. Our subsidiaries have established a food quality traceability system to trace and correct any possible quality issues in any step. Our subsidiaries have also established a sound quality management system, and have obtained the BRC international food certification issued by Intertek Certification Ltd to certify we meet the BRC Global Standard for Food Safety, and Food Safety Management System Certificate issued by China Quality Certification Centre to certify we meet the GB/T 27341-2009/GB 14881-2013 standard.

Products

Our PRC subsidiaries process and sell Shiitake mushrooms, Mu Er mushrooms and other edible fungi, and bulk trade cotton, corn and other agricultural commodities.

S-9

Table of Contents

Our subsidiaries process and package all the dried edible fungi that they sell, We typically enter into a standard form of agreements with our suppliers, including major suppliers and family farms, which provide the terms and conditions of the transactions, subject to specific quantity and price terms determined in subsequent purchase orders. After receiving dried edible fungi materials from supplier companies and family farms, the edible fungi are further processed based on our quality requirements and packaged at the facilities operated by our subsidiaries.

In addition to the edible fungi we process and sell, our subsidiaries also purchase and sell agricultural products produced or processed by other manufacturers or companies.

Beginning in 2021, our subsidiaries have operated bulk agricultural commodity trading business. We use our well-developed sales channels to purchase certain agricultural commodities from upstream third-party suppliers and then sell them directly to third-party customers. Our bulk product trading volumes are typically adjusted depending on the seasonality of agricultural products and market demand. Corn and cotton have accounted for a large percentage of our bulk commodity trading operations. We expect to make product and volume adjustments as needed in our agricultural commodity trading operations in response to customer demand and market condition.

Logistics and Supply Chain Services in the U.S.

The Company’s U.S. subsidiaries provide logistics services in the U.S., such as cargo storage, warehousing, sorting, distribution, order fulfillment, and outbound delivery services. In July 2024, Farmmi USA launched our first logistics services base in Chino, California, through the lease of warehouse spaces of 315,000 square feet from a large facility managed by established logistics companies. The facility provides special railway lines that offer sea-railway cargo transportation services. Our logistics services provided to our customers include cargo transfers and bonded warehouses. In March 2025, we further expanded our logistics service operations to the U.S. East Coast by opening a new warehouse located within an industrial park in Somerset, New Jersey. In August 2025, we leased additional warehouse spaces of approximately 183,000 square feet located in Robbinsville, New Jersey, bringing our total warehouse footprint in the U.S. to approximately 550,000 square feet. In January 2026, our U.S. subsidiary completes a Food Facility Registration with the U.S. Food and Drug Administration and has the capacity to support the storage and distribution of a wide range of foods and agricultural commodities.

Through strategic cooperations with other logistics services providers, we offer our customers “one-piece delivery” services, including, among other things, overseas warehousing services, in-warehouse operations, final logistics services, and other related value-added services. Our U.S. subsidiaries utilize the “Warehouse Management System” (“WMS System”) developed by a third-party vendor. Leveraging the online platform of the WMS system, we provide our customers with online order management, goods management, warehouse distribution and inventory management, intelligent stocking analysis, logistics order management, settlement management, report statistics, return management, logistics optimization, and logistics distribution status management.

In addition to warehousing storage, shelving storage, and warehousing management services, we also offer certain delivery services. Through collaborations with third party service providers, we facilitate deliveries of goods to designated destinations and customer inspection and acceptance.

Corporate History and Structure

The following diagram illustrates our current corporate structure:

S-10

Table of Contents

Holding Company Structure

Farmmi is a Cayman Islands exempted company incorporated on July 28, 2015. Farmmi is currently not actively engaging in any business. You may never hold equity interests in the operating PRC subsidiaries. As of the date of this prospectus supplement, the authorized share capital of the Company is 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. As of June 26, 2026, the Company had 30,434,077 Class A Ordinary Shares and 3,873 Class B Ordinary Shares outstanding. Farmmi controls and receives the economic benefits of the business operations of our PRC subsidiaries through equity ownership. Farmmi International was incorporated on August 20, 2015 in Hong Kong under the Companies Ordinance (Chapter 622) as a private company limited by shares. Farmmi International is currently a holding company owning equity interests in our subsidiaries based in mainland China. We currently do not have a VIE in our corporate structure.

Recent Developments

Extraordinary General Meeting and Reclassification of Ordinary Shares

On December 5, 2025, at an extraordinary general meeting of the Company, our shareholders approved: (a) a special resolution to change the authorized share capital of the Company from (i) US$12,000,000,000 divided into 5,000,000,000 ordinary shares of US$2.40 nominal or par value each, to (ii) US$12,000,000,000 divided into 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, by the redesignation of 4,500,000,000 ordinary shares into 4,500,000,000 Class A Ordinary Shares of US$2.40 nominal or par value each and the redesignation of 500,000,000 ordinary shares into 500,000,000 Class B Ordinary Shares with a nominal or par value of US$2.40 each, and (b) a special resolution to adopt the Fourth Amended and Restated Memorandum and Articles of Associations of the Company effecting the dual class share structure.

On January 5, 2026, we filed the Fourth Amended and Restated Memorandum and Articles of Associations (the “Memorandum and Articles of Associations”) with the Cayman Islands Registrar of Companies.

S-11

Table of Contents

Extraordinary General Meeting and Share Capital Reduction

On February 24, 2026, at an extraordinary general meeting of the Company, our shareholders approved a special resolution to reduce the authorized share capital of the Company 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 “Share Capital Reduction”). The Share Capital Reduction became effective upon the passing of the special resolution, which was filed with the Cayman Islands Registrar of Companies on March 2, 2026.

2026 Annual General Meeting of Shareholders

On May 28, 2026, the Company held its annal general meeting of shareholders for the fiscal year ended September 30, 2025 at the Company’s executive offices in Lishui, China. At the meeting, shareholders of the Company re-elected the five nominees as directors of the Company, each to serve until the next annual general meeting or until their successors are duly elected and qualified. The shareholders approved an ordinary resolution to increase the number of directors serving on the Board of the Company from five directors to seven directors. In addition, the shareholders approved an ordinary resolution to effect one or more share consolidations of the Company’s issued and unissued shares, at a ratio of not less than one-for-five and not more than one-for-two-hundred-fifty (the “Range”), with the exact ratio to be set as a whole number within the Range and the exact date to be determined by the Board of the Company in its sole discretion, provided that the aggregate ratio across all such share consolidations shall not exceed one-for-two-hundred-fifty.

Recent Changes in the Operations of Our PRC Subsidiaries

The operations of our PRC subsidiaries have experienced a slowdown in 2026 as a result of a decline in orders from the largest customer of our agricultural products. During the 2025 fiscal year, the product sales to our largest customer accounted for approximately 90% of the Company’s revenue. Since the first quarter of 2026, due to the current Chinese market conditions and product seasonality, the agricultural product sales by our PRC subsidiaries have experienced a significant slowdown. Despite the challenges our PRC subsidiaries face today, our operations in the U.S. have maintained steady growth.

June 2026 Registered Direct Offering

On June 16, 2026, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company issued and sold to such purchasers, in a registered direct offering, an aggregate of 16,571,429 Ordinary Shares, at an offering price of $0.35 per Share, for gross proceeds of $5.8 million. The Ordinary Shares were offered pursuant to a prospectus supplement dated June 16, 2026, to the Company’s shelf registration statement on Form F-3 (File No. 333-280348), including the base prospectus contained therein, which was filed with the SEC on June 18, 2024 and was declared effective by the Commission on June 27, 2024. The offering was closed on June 17, 2026 and the Company received gross proceeds of $5.8 million.

Corporate Information

We were incorporated in the Cayman Islands in July 2015. In February 2018, we completed our initial public offering and our Class A Ordinary Shares commenced trading on Nasdaq under the symbol “FAMI.”

Our registered office is at the office of Vistra (Cayman) Limited, P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands. Our registered office’s telephone number is +1.345.745.5100. Our agent in the U.S. is Shangzhi Zhang, with the address of 33202 Havers Drive, Cary, NC 27518.

S-12

Table of Contents

THE OFFERING

Class A Ordinary Shares and/or Pre-Funded Warrants offered by us	Ordinary Shares and Pre-Funded Warrants. The Pre-Funded Warrants will have an exercise price of $0.00001 per share, will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. We are also offering Ordinary Shares issuable upon exercise of the Pre-Funded Warrants.

Public offering price of Ordinary Shares	$ per Ordinary Share

Public offering price of Pre-Funded Warrant		$ per Pre-Funded Warrant

Class A Ordinary shares outstanding before this offering	30,434,077 Ordinary Shares

Class A Ordinary shares to be outstanding immediately after this offering

Ordinary Shares (assuming the underwriter does not exercise their option to purchase additional shares in full), assuming no Pre-Funded Warrants are exercised in the offering.

Over-allotment option		We have granted the underwriter an option, exercisable until 45 days after the closing of this offering, to acquire purchase up to additional Ordinary Shares solely to cover over-allotments, if any.

Use of proceeds		We intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” on page S-19 of this prospectus supplement.

Risk factors		Investing in our shares involves a high degree of risk. See “Risk Factors” beginning on page S-14 of this prospectus supplement, on page 19 of the accompanying prospectus, in our Annual Report on Form 20-F for the fiscal year ended September 30, 2025 filed with the SEC on February 10, 2026, and in the other documents incorporated by reference into this prospectus supplement and accompanying base prospectus for a discussion of certain factors you should consider before investing in our securities.

Listing		The Company’s Class A Ordinary Shares are traded on Nasdaq under the symbol “FAMI”. Our Pre-funded Warrants are not and will not be listed on any stock exchange.

Unless otherwise indicated, the number of Ordinary Shares outstanding prior to and after this offering is based on 30,434,077 Class A Ordinary Shares issued and outstanding as of June 26, 2026 and no exercise of the Pre-funded Warrants, and excludes:

	·	1,304,689 Ordinary Shares issuable upon the exercise of the Series A Warrants issued on August 26, 2024; and

	·	238 Ordinary Shares issuable upon the exercise of outstanding options and vesting of restricted shares under our 2018 share incentive plan.

S-13

Table of Contents

RISK FACTORS

An investment in our shares involves significant risks. Before making an investment in our shares, you should carefully read all of the information contained in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference herein, including the risk factors contained in our Annual Report on Form 20-F for the fiscal year ended September 30, 2025 filed with the SEC on February 10, 2026. For a discussion of risk factors that you should carefully consider before deciding to purchase any of our shares, please review the additional risk factors disclosed below and the information under the heading “Risk Factors” in the accompanying prospectus. In addition, please read “About this Prospectus Supplement” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus supplement, where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks and uncertainties described below are not the only risks facing us. Please note that additional risks not currently known to us or that we currently deem immaterial also may adversely affect our business, results of operations, financial condition and prospects. Our business, financial condition, results of operations and prospects could be materially and adversely affected by these risks, and you may lose all or part of your original investment.

Risks Related to an Investment in Our Shares and this Offering

We will have broad discretion in the use of the net proceeds from this offering and, despite our efforts, we may use the net proceeds in a manner that does not increase the value of your investment.

We currently intend to use the net proceeds from this offering for working capital and general corporate purposes. Our management will have broad discretion over the use and investment of the net proceeds from this offering, and investors in this offering will be relying on the judgment of our management with respect to the use of proceeds. We may use the net proceeds in ways that do not improve our operating results or increase the value of your investment. The failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our Ordinary Shares to decline.

The offering price of our Ordinary Shares was determined by negotiation and may not reflect the market price of our Ordinary Shares following this offering.

The offering price per Ordinary Share of $ was determined through arm's-length negotiation between us and the underwriter of this offering and may not be indicative of prices that will prevail in the trading market following the offering. The offering price is below the last reported sale price of our Ordinary Shares on Nasdaq on June 26, 2026 of $1.22. Investors may experience an immediate decline in the market value of the Ordinary Shares they purchase in this offering. In addition, the issuance of a significant number of Ordinary Shares at a price below the current market price may exert downward pressure on the trading price of our Ordinary Shares.

Sales of our Ordinary Shares and Pre-Funded Warrant in this offering, or the perception that such sales may occur, could cause the market price of our Ordinary Shares to fall.

We are offering and will be issuing Ordinary Shares and/or Pre-Funded Warrants in this offering. The issuance and potential future sale of these new securities could have the effect of depressing the market price of our Ordinary Shares. The perception that such sales could occur may also negatively affect the market price of our Ordinary Shares.

We are subject to regulations and continued requirements of the Nasdaq Stock Market as our Ordinary Shares are listed and traded on the Nasdaq Capital Market.

We are required to meet the continued listing standards for the Nasdaq Capital Market. If we fail to meet the continued listing standards, we may be found delinquent by Nasdaq or we may even face delisting by Nasdaq. The Nasdaq Capital Market requires that the minimum closing bid price of listed securities remain at or above $1.00 over a 30 consecutive business day period. The offering price per Ordinary Share in this offering is $ , which is below the $1.00 minimum bid price threshold. Accordingly, this offering may adversely affect our ability to maintain compliance with this Nasdaq continued listing standard. In addition, to maintain a listing on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including but not limited to, minimum stockholders’ equity and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, our Ordinary Shares could be subject to delisting. Delisting would have a negative effect on the price of our Ordinary Shares and would impair your ability to sell our Ordinary Shares when you wish to do so.

S-14

Table of Contents

Our share price may fluctuate significantly, and investors may not be able to sell their shares at an attractive price.

The trading price of our Ordinary Shares may be volatile and subject to wide price fluctuations in response to various factors including:

	·	market conditions in the broader stock market;

	·	our capital structure and liquidity;

	·	commodity prices and in particular prices of oil and natural gas;

	·	actual or anticipated fluctuations in our financial condition and results of operations;

	·	introduction of new products or services by us or our competitors;

	·	issuance of new or changed securities analysts’ reports or recommendations;

	·	purchases and sales of large blocks of our Ordinary Shares and the frequency and volume with which the Ordinary Shares trades on the Nasdaq;

	·	additions or departures of key personnel;

	·	regulatory or political developments;

	·	litigation and governmental investigations;

	·	changing economic conditions; and

	·	other unforeseeable third party factors or political or social media influence.

These and other factors may cause the market price and demand for our Ordinary Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares of our Ordinary Shares and may otherwise negatively affect the liquidity of our Ordinary Shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our shareholders were to bring a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.

Future sales of our Ordinary Shares in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute our shareholders.

We may sell additional Ordinary Shares in public or private offerings and may also sell securities convertible to Ordinary Shares. We cannot predict the size of future issuances of our Ordinary Shares or securities convertible into Ordinary Shares or the effect, if any, that future issuances and sales of shares of our Ordinary Shares will have on the market price of our Ordinary Shares. Sales of substantial amounts of our Ordinary Shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Ordinary Shares. To the extent we issue additional Ordinary Shares or securities convertible or exchangeable for our Ordinary Shares, our then existing shareholders could experience significant dilution and the new securities may have rights senior to those of our Ordinary Shares offered in this offering.

S-15

Table of Contents

There has been and may continue to be significant volatility in the volume and price of our Ordinary Shares on Nasdaq.

The market price of our Ordinary Shares has been and may continue to be highly volatile. Factors, including changes in the Chinese bamboo industry and electronic vehicles industry, changes in the Chinese economy, potential infringement of our intellectual property, competition, concerns about our financial position, operations results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights, may have a significant impact on the market volume and price of our Ordinary Shares.

We do not know whether a market for the Ordinary Shares will be sustained or what the trading price of the Ordinary Shares will be and as a result it may be difficult for you to sell your Ordinary Shares.

Although our Ordinary Shares trade on Nasdaq, an active trading market for the Ordinary Shares may not be sustained. It may be difficult for you to sell your Ordinary Shares without depressing the market price for the Ordinary Shares. As a result of these and other factors, you may not be able to sell your Ordinary Shares. Further, an inactive market may also impair our ability to raise capital by selling Ordinary Shares, or may impair our ability to enter into strategic partnerships or acquire companies or products by using our Ordinary Shares as consideration.

We have no plans to pay dividends on our Ordinary Shares, and you may not receive funds without selling the Ordinary Shares.

We have not declared or paid any cash dividends on our Ordinary Shares, nor do we expect to pay any cash dividends on our Ordinary Shares for the foreseeable future. We currently intend to retain any additional future earnings to finance our operations and growth and, therefore, we have no plans to pay cash dividends on our Ordinary Shares at this time. Any future determination to pay cash dividends on our Ordinary Shares will be at the discretion of our board of directors and will be dependent on our earnings, financial condition, operating results, capital requirements, any contractual restrictions, and other factors that our board of directors deems relevant. Accordingly, you may have to sell some or all of the Ordinary Shares in order to generate cash from your investment. You may not receive a gain on your investment when you sell the Ordinary Shares and may lose the entire amount of your investment.

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of applicable SEC and Nasdaq requirements, which may result in less protection than is accorded to investors under rules applicable to domestic issuers.

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under the rules of the Nasdaq Stock Market for domestic issuers. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on the Nasdaq Stock Market, may provide less protection than is accorded to investors under the rules of the Nasdaq Stock Market applicable to domestic issuers. For more information, see “Item 16G. Corporate Governance” in our Annual Report on Form 20-F for the year ended September 30, 2025.

In addition, as a foreign private issuer, we are exempt from the rules and regulations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as domestic companies whose shares are registered under the Exchange Act.

S-16

Table of Contents

If securities or industry analysts publish negative research or reports about our business, or if they downgrade their recommendations regarding our Ordinary Shares, the Ordinary Share price and trading volume could decline.

The trading market for our Ordinary Shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrades our Ordinary Shares or publishes inaccurate or unfavorable negative research about our business, our Ordinary Share price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Ordinary Shares trading volume to decline and our Ordinary Shares to be less liquid and result in a decline in the market price of our Ordinary Shares.

An investment in our Ordinary Shares is speculative and may result in the loss of an investor’s entire investment.

An investment in our Ordinary Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Company. Investors should consult with their professional advisors to assess any investment in the Company.

There is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop for the Pre-Funded Warrants.

There is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the Pre-Funded Warrants will be limited. Further, the existence of the Pre-Funded Warrants may act to reduce both the trading volume and the trading price of our ordinary shares.

The Pre-Funded Warrants are speculative in nature.

Except as otherwise provided in the Pre-Funded Warrants, until holders of Pre-Funded Warrants acquire our ordinary shares upon exercise of the Pre-funded Warrants, holders of Pre-funded Warrants will have no rights with respect to our Ordinary Shares underlying such Pre-Funded Warrants. Upon exercise of the Pre-Funded Warrants, the holders will be entitled to exercise the rights of a shareholder only as to matters for which the record date occurs after the exercise date.

Moreover, following this offering, the market value of the Pre-funded Warrants is uncertain. There can be no assurance that the market price of our ordinary shares will ever equal or exceed the price of the Pre-funded Warrants, and, consequently, whether it will ever be profitable for investors to exercise their Pre-funded Warrants.

Except as otherwise provided in the Pre-Funded Warrants, holders of Pre-Funded Warrants purchased in this offering will have no rights as shareholders until such holders exercise their Pre-Funded Warrants and acquire our Ordinary Shares.

Except as otherwise provided in the Pre-Funded Warrants, until holders of Pre-Funded Warrants acquire our Ordinary Shares upon exercise of the Pre-Funded Warrants, holders of Pre-Funded Warrants will have no rights with respect to our Ordinary Shares underlying such Pre-Funded Warrants. Upon the exercise of the Pre-Funded Warrants, the holders will be entitled to exercise the rights of a holder of our Ordinary Shares only as to matters for which the record date occurs after the exercise date.

IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.

S-17

Table of Contents

CAPITALIZATION

The following table sets forth our capitalization:

	·	on an actual basis as of September 30, 2025;

	·	on a pro forma basis to give effect to: (a) the issuance of 8,333,334 Ordinary Shares on November 22, 2025 in connection with the exercise of the Series C Warrants, (b) the issuance of 51,313 Ordinary Shares in the second quarter of 2026 upon the conversion of partial outstanding balance of $50,000 of the July 2024 Promissory Note, (c) the issuance of 16,571,429 Ordinary Shares in the June 2026 registered direct offering, and (d) the redesignation of the 3,873 Class A Ordinary Shares held by Farmnet Limited as 3,873 Class B Ordinary Shares.

	·	on a pro forma as adjusted basis to give further effect to the issuance and sale of up to Ordinary Shares (assuming no Pre-Funded Warrants are sold) in this offering based at an offering price of $ per Share for net proceeds of approximately $ million, after deducting estimated offering expenses payable by us.

The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus.

	As of September 30, 2025
							Pro forma
				Pro			as
	Actual			forma			adjusted
	(in U.S. dollars, except per share data)
Cash	$	804,098		$	26,404,100
Total Current Assets		93,125,955			118,725,957
Total Assets		147,033,182			172,633,184
Current Liabilities		9,956,330			9,906,330
Total Liabilities		23,175,730			23,125,730

Shareholders' Equity
Class A Ordinary Shares, par value $0.000,000,01, 4.5 billion shares authorized; 5,481,874, 30,434,077 and [ ] shares issued and outstanding - actual, pro forma and pro forma as adjusted		-			-
Class B Ordinary Shares, par value $0.000,000,01, 0.5 billion shares authorized, nil, 3,873 and 3,873 shares issued and outstanding - actual, pro forma and pro forma as adjusted		-			-
Additional paid-in capital		174,583,300			200,233,302
Statutory reserve		687,173			687,173
Accumulated deficits		(39,839,384	)		(39,839,384	)
Accumulated other comprehensive loss		(11,313,205	)		(11,313,205	)
Total Farmmi, Inc.’s shareholders' equity		124,117,884			149,767,886
Non-controlling interest		(260,432	)		(260,432	)
Total Equity		123,857,452			149,507,454

Total Liabilities and Equity	$	147,033,182		$	172,633,184

	(1)	Reflects an estimated net proceeds of $ million from the issuance of Ordinary Shares in this offering.

(2)		Giving retrospective effects to: (a) the reclassification of ordinary shares into Class A Ordinary Shares and Class B Ordinary Shares effected on February 5, 2026, and (b) the par value reduction effected on April 13, 2026.

The preceding table excludes as of September 30, 2025:

	·	1,304,689 Ordinary Shares issuable upon the exercise of the Series A Warrants issued on August 26, 2024; and

	·	238 Ordinary Shares reserved under our 2018 share incentive plan.

S-18

Table of Contents

USE OF PROCEEDS

We estimate the net proceeds from this offering will be approximately $ million, after deducting estimated offering expenses payable by us.

We currently intend to use the net proceeds from this offering for working capital and general corporate purposes. As a result, our management will retain broad discretion in the allocation and use of the net proceeds of this offering, and investors will be relying on the judgment of our management with regard to the use of these net proceeds. Pending application of the net proceeds for the purposes as described above, we expect to invest the net proceeds in short-term, interest-bearing securities, investment grade securities, certificates of deposit or direct or guaranteed obligations of the U.S. government.

DESCRIPTION OF THE SECURITIES WE ARE OFFERING

We are offering Ordinary Shares and Pre-Funded Warrants pursuant to an underwriting agreement between the Company and the underwriter. The securities are being offered and sold pursuant to this prospectus supplement and the accompanying base prospectus.

Class A Ordinary Shares

The Company is a Cayman Islands exempted company limited by shares. Under our Memorandum and Articles of Association, we are authorized to issue 4,500,000,000 Class A Ordinary Shares, par value $0.000,000,01 each, and 500,000,000 Class B Ordinary Shares, par value $0.000,000,01 each.

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, on a poll, each holder of Class A Ordinary Shares is entitled to one (1) vote per Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to fifty (50) votes per Class B Ordinary Share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder thereof on a one-for-one basis. No Class B Ordinary Shares are being issued or converted as part of this offering.

Holders of Class A Ordinary Shares are entitled to receive ratably any dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. Upon the liquidation, dissolution or winding up of the Company, holders of Class A Ordinary Shares are entitled to share ratably in all assets remaining after payment of liabilities. Holders of Class A Ordinary Shares have no preemptive, conversion or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Ordinary Shares.

All of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares are fully paid and non-assessable. Our Class A Ordinary Shares and Class B Ordinary Shares are issued in registered form and are issued when registered in our register of members. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Class A Ordinary Shares and Class B Ordinary Shares. Our Memorandum and Articles of Association do not permit us to issue bearer shares.

The foregoing description of our Class A Ordinary Shares is a summary and is qualified in its entirety by reference to our Memorandum and Articles of Association, copies of which have been filed as exhibits to our registration statements and periodic reports with the SEC and are incorporated by reference herein and in the registration statement of which this prospectus supplement forms a part.

Listing

Our Class A Ordinary Shares list on the Nasdaq Capital Market under the symbol “FAMI.”

Transfer Agent and Registrar

The transfer agent and registrar for our Ordinary Shares is TranShare Corporation.

Our board of directors has general and unconditional authority to grant options over, offer or otherwise deal with or dispose of any unissued shares in our capital without further action by our shareholders (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Companies Act. We will not issue bearer shares.

Our board of directors, without shareholder approval, may issue preferred shares with voting, conversion or other rights that could adversely affect the voting power and other rights of holders of our Ordinary Shares. Subject to the directors’ duty of acting in our best interest, preferred shares can be issued quickly with terms calculated to delay or prevent a change in control of us or make removal of management more difficult. Additionally, the issuance of preferred shares may have the effect of decreasing the market price of the Ordinary Shares, and may adversely affect the voting and other rights of the holders of Ordinary Shares. Issuance of these preferred shares may dilute the voting power of holders of our Ordinary Shares.

S-19

Table of Contents

Pre-funded Warrants

The term “pre-funded” refers to the fact that the purchase price of our Ordinary Shares in this offering includes almost the entire exercise price that will be paid under the Pre-funded Warrants, except for a nominal remaining exercise price of $0.00001. The purpose of the Pre-funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of our outstanding Ordinary Shares following the consummation of this offering the opportunity to make an investment in the Company without triggering their ownership restrictions, by receiving Pre-funded Warrants in lieu of our Ordinary Shares which would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option to purchase the shares underlying the Pre-funded Warrants at such nominal price at a later date.

Exercise of Warrants. Each Pre-funded Warrant is exercisable for one Ordinary Share, with an exercise price equal to $0.00001 per share, at any time that the Pre-funded Warrant is outstanding. There is no expiration date for the Pre-funded Warrants. The holder of a Pre-funded Warrant will not be deemed a holder of our underlying Ordinary Shares until the Pre-funded Warrant is exercised.

Subject to limited exceptions, a holder of Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of Ordinary Shares in excess of 4.99% (or, at the election of the purchaser prior to the date of issuance, 9.99%) of our Ordinary Shares then outstanding after giving effect to such exercise.

The exercise price and the number of shares issuable upon exercise of the Pre-funded Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our Ordinary Shares. The Pre-funded Warrant holders must pay the exercise price in cash upon exercise of the Pre-funded Warrants, unless such Pre-funded Warrant holders are utilizing the cashless exercise provision of the Pre-funded Warrants.

Upon the holder’s exercise of a Pre-funded Warrant, we will issue Ordinary Shares issuable upon exercise of the Pre-funded Warrant within one trading days following our receipt of a notice of exercise, provided that payment of the exercise price has been made (unless exercised to the extent permitted via the “cashless” exercise provision). Prior to the exercise of any Pre-funded Warrants to purchase Ordinary Shares, holders of the Pre-funded Warrants will not have any of the rights of holders of the Ordinary Shares purchasable upon exercise, including the right to vote, except as set forth therein.

Pre-funded Warrants may be exercised only if the issuance of the Ordinary Shares is covered by an effective registration statement, or an exemption from registration is available under the Securities Act and the securities laws of the state in which the holder resides. We intend to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, effective when the Pre-funded Warrants are exercised. The Pre-funded Warrant holders must pay the exercise price in cash upon exercise of the Pre-funded Warrants unless there is not an effective registration statement or, if required, there is not an effective state law registration or exemption covering the issuance of the shares underlying the Pre-funded Warrants (in which case, the Pre-funded Warrants may only be exercised via a “cashless” exercise provision).

Fundamental Transaction. In the event we consummate a merger or consolidation with or into another person or other reorganization event in which our Ordinary Shares are converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding Ordinary Shares, then following such event, the holders of the Pre-funded Warrants will be entitled to receive upon exercise of such Pre-funded Warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised their Pre-funded Warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the Pre-funded Warrants.

Cashless Exercise. In lieu of making the cash payment otherwise contemplated to be made to us upon exercise of the Pre-Funded Warrants in payment of the aggregate exercise price, the holder may exercise its Pre-Funded Warrants (either in whole or in part), at such time by means of a cashless exercise in which the holder shall be entitled to receive upon such exercise the net number of Ordinary Shares determined according to a formula set forth in the Pre-Funded Warrants, which generally provides for a number of shares equal to (A) (1) the VWAP on the trading day immediately preceding the date of the notice of exercise, if the notice of exercise is delivered on a day that is not a trading day or prior to the opening of regular trading hours on a trading day, (2) at the holder's election, either the VWAP on the trading day immediately preceding the date of the notice of exercise or the highest bid price during the two-hour period immediately preceding the delivery of the notice of exercise (or, if delivered after the close of regular trading hours, during the two-hour period ending at the close of regular trading hours), if the notice of exercise is delivered during or after regular trading hours on a trading day, or (3) the VWAP on the date of the notice of exercise, if the notice of exercise is delivered two or more hours after the close of regular trading hours on a trading day, less (B) the exercise price, multiplied by (C) the number of Ordinary Shares the Pre-Funded Warrant was exercisable into, with such product then divided by the number determined under clause (A) in this sentence.

Exchange Listing. We do not intend to apply for listing of the Pre-funded Warrants on any securities exchange or other trading system.

S-20

Table of Contents

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, dated June [ ], 2026, between us and Aegis Capital Corp. (the “underwriter” or “Aegis”) as the exclusive underwriter of this offering, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase from us the number of Ordinary Shares and Pre-Funde shown opposite its name below:

Underwriter	Number of Ordinary Shares	Number of Pre-Funded Warrants
Aegis Capital Corp.
Total			-

The underwriting agreement provides that the underwriter’s obligation to purchase Ordinary Shares depends on the satisfaction of the conditions contained in the underwriting agreement including:

●

the representations and warranties made by us to the underwriter are true;

●

there is no material change in our business or the financial markets; and

●

we deliver customary closing documents to the underwriter.

The underwriter has agreed to purchase all of the Ordinary Shares offered by this prospectus (other than those covered by the over-allotment option described below), if any are purchased under the underwriting agreement.

The underwriter is offering the Ordinary Shares subject to various conditions and may reject all or part of any order. The underwriter has advised us that it proposes to offer the Ordinary Shares directly to the public at the public offering price per share that appears on the cover page of this prospectus. In addition, the underwriter may offer some of the shares to other securities dealers at such price less a concession of $ per share. After the shares are released for sale to the public, the underwriter may change the offering price and other selling terms at various times.

We have granted the underwriter an over-allotment option. This option, which is exercisable for 45 days after the closing of this offering, permits the underwriter to purchase up to an aggregate of additional Ordinary Share and/or Pre-Funded Warrants (equal to 15% of the number of securities offered hereby) at the public offering price per share, less underwriting discounts and commissions, solely to cover over-allotments, if any. If the underwriter exercises this option in whole or in part, then the underwriter will be severally committed, subject to the conditions described in the underwriting agreement, to purchase the additional Ordinary Shares in proportion to their respective commitments set forth in the prior table.

S-21

Table of Contents

Discounts, Commissions and Reimbursement

The underwriter has advised us that it proposes to offer the Ordinary Shares to the public at the public offering price per share set forth on the cover page of this prospectus supplement. The underwriter may offer Ordinary Shares to securities dealers at that price less a concession of not more than $ per Ordinary Share and $ per Pre-Funded Warrant.

The following table summarizes the underwriting discounts and commissions and proceeds, before expenses, to us assuming no exercise and full exercise by the underwriter of its over-allotment option, respectively:

Total

Per Ordinary Share

Per

Pre-Funded

Warrant

Without

Option

With

Option

Public offering price

Underwriting discounts and commissions (7%)

Proceeds, before expenses, to us

We have also agreed to pay all expenses in connection with the offering, including the following expenses: (a) all filing fees and expenses relating to the registration of the shares with SEC; (b) all FINRA public offering filing fees; (c) all fees and expenses relating to the listing of the Company’s equity or equity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the shares under the “blue sky” securities laws of such states and other jurisdictions as Aegis may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be Aegis’s counsel) unless such filings are not required in connection with the Company’s proposed Exchange listing; (e) any fees for counsel to lead investors in the Offering; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the shares under the securities laws of such foreign jurisdictions as Aegis may reasonably designate; (g) the costs of all mailing and printing of the offering documents; (h) transfer and/or stamp taxes, if any, payable upon the transfer of shares from the Company to Aegis; and (i) the fees and expenses of the Company’s accountants; and (j) a maximum of $100,000 for reasonable legal fees and disbursements for the underwriter’s legal counsel, of which $25,000 has been paid as an advance to be applied towards reasonable out-of-pocket expenses Aegis anticipates to incur.

We estimate the expenses of this offering payable by us, not including underwriting discounts and commissions, including amounts for which we agreed to reimburse the underwriter for certain of its expenses, will be approximately $ .

Lock-Up Agreements

Our officers and directors and shareholders holding at least ten percent (10%) of the outstanding Ordinary Shares shall agree in writing, in a form satisfactory to Aegis, subject to certain exceptions, not to sell, transfer or otherwise dispose of any such securities (or underlying securities) of our company for a period of 60 days after the closing of this offering without the express written consent of Aegis, which consent may be given or withheld in the sole discretion of Aegis.

Company Standstill

We have agreed that without the prior written consent of the underwriter, we will not, for a period of sixty (60) days after the closing of this offering, subject to certain exceptions, (a) offer, sell, issue, or otherwise transfer or dispose of, directly or indirectly, any equity of our company or any securities convertible into or exercisable or exchangeable for equity of our company; (b) file or caused to be filed any registration statement with the SEC relating to the offering of any equity of our company or any securities convertible into or exercisable or exchangeable for equity of our company; or (c) enter into any agreement or announce the intention to effect any of the actions described in subsections (a) or (b) hereof.

Right of First Refusal

We have granted Aegis a right of first refusal for a period beginning on the closing of the offering and ending nine (9) months after the commencement of sales in this offering to act as (i) sole book-runner, sole manager, sole placement agent or sole agent in the event we decide to finance or refinance any of our indebtedness and (ii) sole book-running manager, sole underwriter or sole placement agent in the event we decided to raise funds by means of a public offering (including an at-the-market offering) or a private placement or any other capital raising financing of equity, equity-linked or debt securities.

Electronic Offer, Sale and Distribution of Ordinary Shares

A prospectus in electronic format may be made available on the websites maintained by one or more underwriter, or selling group members, if any, participating in the offering. The underwriter may agree to allocate a number of Ordinary Shares to underwriter and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that may make Internet distributions on the same basis as other allocations.

S-22

Stabilization

In accordance with Regulation M under the Exchange Act, the underwriter may engage in activities that stabilize, maintain or otherwise affect the price of our Ordinary Shares, including short sales and purchases to cover positions created by short positions, stabilizing transactions, syndicate covering transactions, penalty bids and passive market making.

●

Short positions involve sales by the underwriter of Ordinary Shares in excess of the number of shares the underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriter in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriter may close out any short position by either exercising their option to purchase additional shares or purchasing shares in the open market.

●

Stabilizing transactions permit bids to purchase the underlying security as long as the stabilizing bids do not exceed a specific maximum price.

●

Syndicate covering transactions involve purchases of our Ordinary Shares in the open market after the distribution has been completed to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriter’s option to purchase additional shares. If the underwriter sells more shares than could be covered by the underwriter’s option to purchase additional shares, thereby creating a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

●

Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the Ordinary Shares originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

●

In passive market making, market makers in our Ordinary Shares who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchase our Ordinary Shares until the time, if any, at which a stabilizing bid is made.

These activities may have the effect of raising or maintaining the market price of our Ordinary Shares or preventing or retarding a decline in the market price of our Ordinary Shares. As a result of these activities, the price of our Ordinary Shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.

Neither we nor the underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Ordinary Shares. In addition, neither we nor the underwriter makes any representation that Aegis will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Indemnification

We have agreed to indemnify Aegis, its affiliates, and each person controlling Aegis against any losses, claims, damages, judgments, assessments, costs, and other liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of the offering, undertaken in good faith.

Other Relationships

The underwriter is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The underwriter may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they may in the future receive customary fees.

In the ordinary course of its business activities, the underwriter and its affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligation or otherwise) publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Offer restrictions outside the United States

Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the shares offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The shares offered by this prospectus supplement and the accompanying prospectus may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any shares offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.

S-23

LEGAL MATTERS

Kaufman & Canoles, P.C., Richmond, Virginia, is acting as counsel to our company regarding U.S. federal securities and New York State laws. The validity of the securities offered in this offering and certain other legal matters relating to the offering of our securities under this prospectus supplement will be passed upon for us by Campbells LLP, Cayman Islands, with respect to matters of Cayman Islands law. Certain legal matters as to PRC law will be passed upon for us by Guangdong Zhiheng (Shanghai) Law Firm.

Lucosky Brookman LLP is acting as counsel to the underwriter with respect to U.S. securities law. Certain legal matters as to PRC law will be passed upon for the underwriter by Jincheng Tongda & Neal Law Firm.

EXPERTS

The financial statements incorporated by reference in this prospectus for the year ended September 30, 2025 have been audited by YCM CPA, Inc., an independent registered public accounting firm, as set forth in their report thereon included therein, and incorporated herein by reference, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INCORPORATION BY REFERENCE

We are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. We incorporate by reference in this prospectus the documents listed below, and any future Annual Reports on Form 20-F or Reports on Form 6-K (to that extent that such Form 6-K indicates that it is intended to be incorporated by reference herein) filed with the SEC pursuant to the Exchange Act prior to the termination of the offering. The documents we incorporate by reference are:

	·	Our Annual Report on Form 20-F for the year ended September 30, 2025, filed on February 10, 2026; and

	·	Our Current Reports on Form 6-K filed or furnished on February 25, 2026, April 10, 2026, May 6, 2026, May 29, 2026 and June 22, 2026; and

	·	The description of our Ordinary Shares contained in our registration statement on Form 8-A filed on February 12, 2018 and as it may be further amended from time to time.

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus supplement, you should rely on the statements made in the most recent document. All information appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

We will provide to each person, free of charge, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of these filings, at no cost, upon written or oral request to us at the following address:

Farmmi, Inc.

Fl 1, Building No. 1, 888 Tianning Street, Liandu District

Lishui, Zhejiang Province

People’s Republic of China 323000

+86-057-82612876 — telephone

Attn: Investor Relations

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized for use in connection with this offering. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement is accurate only as of the date on the front cover of this prospectus supplement, or such earlier date, that is indicated in this prospectus supplement. Our business, financial condition, results of operations and prospects may have changed since that date.

S-24

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-3 and relevant exhibits and schedules, under the Securities Act, covering the Ordinary Shares represented by Ordinary Shares to be sold in this offering. This prospectus supplement, which constitutes a part of the registration statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus supplement. Since this prospectus supplement does not contain all of the information contained in the registration statement, you should read the registration statement and its exhibits and schedules for further information with respect to us and our Ordinary Shares. The registration statement is available at the SEC’s website at http://www.sec.gov.

We are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements we file reports with the SEC. Those other reports or other information are available at the SEC’s website noted above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose shares are registered under the Exchange Act. However, we file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, on Form 6-K, unaudited financial information for the first 6 months of each fiscal year within such applicable time as required by the SEC.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Cayman Islands law and our Memorandum of Association and Articles of Association provide that we may indemnify our directors, officers, advisors and trustee acting in relation to any of our affairs against actions, proceedings, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duty in their capacities as such. Under our Memorandum of Association and Articles of Association and Cayman Islands common law, indemnification is not available, however, if those events were incurred or sustained by or through their own dishonesty, fraud, gross negligence, willful neglect or default. While our Memorandum of Association and Articles of Association explicitly prohibit indemnification in cases involving willful neglect or default, the Cayman Island common law extends this prohibition to cases involving dishonesty, fraud and gross negligence.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

S-25

Table of Contents

PROSPECTUS

$100,000,000

FARMMI, INC.

Ordinary Shares

Share Purchase Contracts

Share Purchase Units

Debt Securities

Warrants

Rights

Units

We may offer to sell, from time to time, in one or more offerings, any combination of ordinary shares, share purchase contracts, share purchase units, debt securities, warrants, rights, or units having an aggregate initial offering price not exceeding $100,000,000 (or its equivalent in foreign or composite currencies) on terms to be determined at the time of offering. We may also offer any of these securities that may be issuable upon the conversion, exercise or exchange of debt securities, rights or warrants.

The aggregate offering price of the securities issued under this prospectus may not exceed $100,000,000. The prices and other terms of the securities that we will offer will be determined at the time of their offering and will be described in a supplement to this prospectus.

This prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. You should read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference before you invest in any of our securities. This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.

The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be included in a supplement to this prospectus.

The aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $6.48 million based on 7,245,786 shares of outstanding ordinary shares, of which 48,000 shares are held by non-affiliates, and a per share price of $0.90 based on the closing sale price of our ordinary shares as reported by the Nasdaq Capital Market on May 20, 2024. We have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.

We are not a Chinese operating company but a Cayman Islands holding company with operations primarily conducted by our subsidiaries established in the People’s Republic of China (“PRC” or “China”). Therefore, investing in our securities being offered pursuant to this prospectus involves unique and a high degree of risk. You should carefully read and consider the risk factors beginning on page 19 of this prospectus, and the risk factors described in the documents incorporated by reference into this prospectus for more information before you make your investment decision.

Table of Contents

This is an offering of securities of a Cayman Islands holding company. We conduct our business primarily through our mainland China subsidiaries. You will not and may never have direct ownership in the operating entities based in China. Unless otherwise stated, as used in this prospectus and in the context of describing our operations and consolidated financial information, “Farmmi,” “FAMI,” “we,” “us,” “Company,” or “our,” refers to Farmmi, Inc., a Cayman Islands holding company. “PRC Subsidiaries” refer to our subsidiaries incorporated in mainland China; “Hong Kong Subsidiary” refers to our subsidiary incorporated in Hong Kong. We may also refer to all of our subsidiaries, “Subsidiaries.”

The securities offered in this offering are of the offshore holding company, Farmmi, Inc. (the “Company”), which owns equity interests, directly or indirectly, of the operating subsidiaries. As a holding company with no material operations of its own, the vast majority of the Company’s business is conducted by our PRC subsidiaries with a small portion operated by our non-PRC subsidiaries. This holding structure involves unique risks to investors that the PRC government could disallow our holding company structure, which would result in a material change in our operations and the value of such securities could significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in China” starting on page 19 of this prospectus and “Risk Factors — Risks Related to Our Corporate Structure” starting on page 26 of this prospectus.

Historically a portion of our business had been conducted through a series of contractual arrangements with Hangzhou Nongyuan Network Technology Co., Ltd. (“Nongyuan Network,” the “consolidated entity” or “VIE”), a PRC company that we did not hold any equity interest. Such structure and the contractual arrangements, or VIE agreements, were designed to enable our PRC subsidiaries to control and direct business activities of Nongyuan Network and receive economic benefits from it where PRC law prohibited, restricted or imposed conditions on direct foreign investment in such entity. During the previous three fiscal years, we and our subsidiaries were the primary beneficiary of Nongyuan Network for accounting purposes and the financial results of Nongyuan Network were consolidated with ours under the generally accepted accounting principles in the United States (the “U.S. GAAP”). Following the sales of all the equity of our wholly owned subsidiaries, Zhejiang Farmmi Agricultural Science and Technology Group Co., Ltd. (“Farmmi Agriculture”) and its parent holding company, in January 2024, the VIE agreements and arrangements with Nongyuan Network were sold together with other assets of Farmmi Agriculture and as a result, we will no longer consolidate the operation and financial results of Nongyuan Network. For a description of the historical VIE contractual arrangements, see “Corporate History and Structure — Historical Contractual Arrangements for E-Commerce Operations and Recent Development” starting on page 7 of this prospectus. While our current corporate structure does not contain any VIE and we have no intention establishing any VIEs in the future, if PRC laws and regulations change, or the interpretation or enforcement of PRC laws and regulations changes and the VIE structure is retroactively disallowed, we and our PRC subsidiaries could be subject to severe penalties or other adverse consequences, which could materially and adversely affect our financial condition and results of operations, and our securities may decline significantly in value or become worthless. See “Risk Factors — Risks Related to Doing Business in China” starting on page 19 of this prospectus and “Risk Factors — Risks Related to Our Corporate Structure” starting on page 26 of this prospectus.

We are subject to legal and operational risks associated with being based in and having the majority of the Company’s operations in the PRC. Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry in which the Company operates, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. The Chinese government may intervene or influence the operation of our PRC operating entities and exercise significant oversight and discretion over the conduct of their business and may intervene in or influence their operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our ordinary shares. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which we conduct our business through our subsidiaries in China and may intervene in or influence the operations of our subsidiaries at any time, which could result in a material change in our operations and cause the value of our ordinary shares to significantly decline or become worthless” beginning on pages 19 and 20.

Table of Contents

Recently the PRC government initiated a series of regulatory actions and made statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly released the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions. The Opinions emphasized the need to strengthen the administration over illegal securities activities and to strengthen the supervision over overseas listings by Chinese companies. Effective measures such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of overseas listed companies, and cybersecurity and data privacy protection requirements. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, issued the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing by Domestic Companies, or the Circular, and released a set of new regulations which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines. The CSRC also released the Notice on the Arrangements for the Filing Management of Overseas Listing of Domestic Companies, or the Notice. These CSRC regulations, collectively referred to as the Overseas Listing Rules, took effect on March 31, 2023. Under these rules, a company established in mainland China seeking securities offering and listing, by both direct or indirect means, in an overseas market is required to undertake filing procedures with the CSRC for its overseas offering and listing activities. The Trial Measures also set forth a list of circumstance under which overseas offering and listing by domestic companies established in mainland China is prohibit, including: (i) where such securities offering and listing is explicitly prohibited by the PRC laws; (ii) where the intended securities offering and listing may endanger national security as reviewed and determined by competent PRC authorities under the State Council in accordance with PRC laws; (iii) where the domestic company established in mainland China, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three (3) years; (iv) where the domestic company established in mainland China seeking securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof; and (v) where there are material ownership disputes over equity held by the controlling shareholder of the company established in mainland China or by other shareholders that are controlled by the controlling shareholder and/or actual controller. In accordance with the Trial Measures, the listing and trading of our ordinary shares on Nasdaq is deemed as an indirect overseas listing and trading by domestic companies established in mainland China, and thus, we are subject to the Overseas Listing Rules and the relevant filing procedures. Our PRC counsel, Zhejiang Zhengbiao Law Firm, has confirmed, as of the date of this prospectus, none of the circumstances prohibiting the overseas offering and listing by domestic companies applies to us, and we can offer and continue to list our ordinary shares on Nasdaq. Pursuant to the Notice, we are deemed as an “Existing Issuer” because we had been listed overseas before March 31, 2023 and are not required to undertake the initial filing procedure immediately. We, however, must complete filing procedures as required in a timely manner for the subsequent events, including any follow-up offerings, dual and/or secondary offering and listing on different overseas markets, and occurrence of material events including change of control, investigations or sanctions imposed by overseas securities regulatory authorities, and voluntary or mandatory delisting. If we or our PRC Subsidiaries fail to undertake filing procedures as stipulated in the Trial Measures, or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us and/or our PRC Subsidiaries, and impose a fine of between RMB 1,000,000 and RMB 10,000,000. The CSRC may also inform its regulatory counterparts in the overseas jurisdictions, such as the SEC, via cross-border securities regulatory cooperation mechanisms. Further, on February 24, 2023, the CSRC, together with Ministry of Finance, National Administration of State Secrets Protection, and National Archives Administration of China, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Confidentiality Provisions”). Under the Confidentiality Provisions, domestic companies established in mainland China seeking overseas offering and listing, by both direct and indirect means, are required to institute a sound confidentiality and archives system. If such domestic companies established in mainland China intend to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or secrets of government agencies, they shall obtain approval from competent authorities and complete the relevant filing procedure with the competent secrecy administrative department prior to their disclosure or provision of such documents and materials. If they provide or publicly disclose documents and materials which may adversely affect national security or public interests, they shall strictly follow the corresponding procedures in accordance with relevant laws and regulations. Any failure or perceived failure to comply with the above confidentiality and archives administration requirements under the Confidentiality Provisions and other relevant PRC laws and regulations may cause relevant entities to be held legally liable, including criminal liability. As of the date of this prospectus, we believe that none of our PRC subsidiaries or their operations have had access to any documents or materials involving state secrets or work secrets of PRC government agencies, nor have we and our subsidiaries have provided to any person or disclosed any such documents or information. Any failure of us or our mainland China subsidiaries to fully comply with the Overseas Listing Rules and/or the Confidentiality Provisions, may significantly limit or completely hinder our ability to offer or continue to list our ordinary shares on Nasdaq, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our ordinary shares to significantly decline in value or become worthless. See “Risk Factor — Risks Related to Doing Business in China — We are required to complete filing procedures with the CSRC in connection with securities issuance and may be subject to approval, filing or other procedures with other Chinese regulatory authorities in connection with securities offerings under PRC law, and we cannot predict whether we will be able, or how long it will take us, to obtain such approval or complete such filing or other procedures” beginning on pages 19 and 22.

iii

Table of Contents

We or our subsidiaries may also be subject to PRC laws relating to the use, sharing, retention, security and transfer of confidential and private information, such as personal information and other data. On November 14, 2021, the Cyberspace Administration of China (“CAC”) released the Regulations on the Network Data Security Management (Draft for Comments), or the Data Security Management Regulations Draft. Pursuant to the draft regulation, data processors holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. Data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data. According to the latest amended Cybersecurity Review Measures, which was promulgated on November 16, 2021 and became effective on February 15, 2022, an online platform operator holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. As of the date of this prospectus, we have not been informed by any PRC governmental authority of any requirement that we or our Subsidiaries file for approval for this offering. We don’t believe that we or any of our subsidiaries will be subject to either the amended Cybersecurity Review Measures or the Data Security Management Regulations Draft since none of us hold more than one million users/users’ individual information. However, it is uncertain how the above-mentioned new laws or regulations will be interpreted or implemented, and whether it will affect us. Since these regulations are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on the business and operations of our PRC subsidiaries, their ability to accept foreign investments, and our ability to continue to list or offer securities on an U.S. exchange. See “Risk Factors — Risks Related to Doing Business in China — “Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us” beginning on pages 19 and 20.

In addition, the Chinese government has recently strengthened its anti-monopoly regulation and enforcement. In 2011, the State Council promulgated the Notice on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or Circular 6, and MOFCOM issued related implementation regulations, officially establishing a security review system for mergers and acquisitions of domestic enterprises by foreign investors. In July 2021, the Cyberspace Administration of China (“CAC”) opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation and those companies’ practice to collect, store, process and transfer data. On June 24, 2022, the Standing Committee of the National People’s Congress adopted the amended Anti-Monopoly Law, which increases the fines for illegal concentration of business operators. On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-monopoly Guidelines for the Platform Economy Sector, or the Anti-monopoly Guideline, aiming to improve anti-monopoly administration on online platforms and specifically prohibit certain acts of the platform economy operators that may have the effect of eliminating or limiting market competition. As of the date of this prospectus, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not impacted our ability to conduct business, accept foreign investments, or list on a U.S. stock exchange because neither the Company nor its PRC subsidiaries have engaged in monopolistic acts that are subject to these statements or regulatory actions.

As a holding company, we may rely upon dividends paid to us by our subsidiaries in the PRC or elsewhere to pay dividends and to finance any debt we may incur. As of the date of this prospectus, none of our subsidiaries has issued any dividends or distributions to us and we have not made any dividends or distributions to our shareholders. Our subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in our business. Under Cayman Islands law, we may pay a dividend on our shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of business. If we determine to pay dividends, as a holding company, we will be dependent primarily on receipt of funds from our subsidiaries in PRC through our Hong Kong subsidiary.

Table of Contents

Current PRC regulations permit our subsidiaries in mainland China to pay dividends to us or our Hong Kong subsidiary only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under our current corporate structure, we rely on dividend payments or other distributions from our subsidiaries to fund any cash and financing requirements we may have, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If any subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. In addition, under PRC laws and regulations, each of our subsidiaries in mainland China is required to set aside a portion of their net income each year to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital. This reserve is not distributable as dividends. As a result, our PRC subsidiaries are restricted in their ability to transfer a portion of its net assets to us in the form of dividends, loans or advances. Further, the PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive funds from our subsidiaries, we may be unable to pay cash dividends on our ordinary shares.

Cash dividends, if any, on our ordinary shares will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. A 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises. Any gain realized on the transfer of ordinary shares by such investors is also subject to PRC tax at a current rate of 10% which in the case of dividends will be withheld at source if such gain is regarded as income derived from sources within the PRC.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC resident enterprise. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong resident enterprise must be the beneficial owner of the relevant dividends; and (b) the Hong Kong resident enterprise must directly hold no less than 25% share ownership in a PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiaries to our Hong Kong subsidiary. As of the date of this prospectus, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Our Hong Kong subsidiary intends to apply for the tax resident certificate when our subsidiaries in mainland China plan to declare and pay dividends to their Hong Kong parent companies.

As an offshore holding company, we will be permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fund-raising activities to our subsidiaries in China only through loans or capital contributions, subject to the satisfaction of the applicable government registration and approval requirements. Before providing loans to our PRC subsidiaries, we will be required to make filings about details of the loans with the State Administration of Foreign Exchange of the PRC (the “SAFE”) in accordance with relevant PRC laws and regulations. Our PRC subsidiaries that receive the loans are only allowed to use the loans for the purposes set forth in these laws and regulations. Under regulations of the SAFE, Renminbi is not convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made.

Table of Contents

For the year ended September 30, 2023, we provided working capital loans of $151.7 million in aggregate to our subsidiaries. For the fiscal years ended September 30, 2022, we provided working capital loans of $140.4 million in aggregate to our wholly owned subsidiaries. For the fiscal years ended September 30, 2021, we provided working capital loans of $132.9 million in aggregate to our wholly owned subsidiaries.

We have not declared or paid any cash dividends, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. As of the date of this prospectus, we do not anticipate any difficulties on our ability to transfer cash between subsidiaries. We have not installed any cash management policies that dictate the amount of such funds and how such funds are transferred.

Our ordinary shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the PCAOB determines it is unable to inspect or investigate completely our auditors for two consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Our auditor, YCM CPA Inc., headquartered in Irvine, California, has been inspected by the PCAOB on a regular basis. Our auditor was not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that were subject to PCAOB’s determination. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Notwithstanding the foregoing, in the future, if it is determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditor’s audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA. See “Risk Factors — Our shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years” for more information.

This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement. The information contained or incorporated in this prospectus or in any prospectus supplement is accurate only as of the date of this prospectus, or such prospectus supplement, as applicable, regardless of the time of delivery of this prospectus or any sale of our securities.

Investing in our securities being offered pursuant to this prospectus involves a high degree of risk. You should carefully read and consider the risk factors beginning on page 19 of this prospectus, as well as those included in the periodic and other reports we file with the Securities and Exchange Commission before you make your investment decision.

Neither the Securities and Exchange Commission, any United States state securities commission, the Cayman Islands Monetary Authority, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 27, 2024

Table of Contents

TABLE OF CONTENTS

PROSPECTUS SUMMARY		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
ABOUT OUR COMPANY		4
RISK FACTORS		19
CAPITALIZATION AND INDEBTEDNESS		38
USE OF PROCEEDS		38
GENERAL DESCRIPTION OF THE SECURITIES WE MAY OFFER		38
DESCRIPTION OF SHARE CAPITAL		39
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		52
DESCRIPTION OF DEBT SECURITIES		53
DESCRIPTION OF WARRANTS		62
DESCRIPTION OF RIGHTS		64
DESCRIPTION OF UNITS		65
PLAN OF DISTRIBUTION		66
TAXATION		69
LEGAL MATTERS		69
EXPERTS		69
ENFORCEABILITY OF CIVIL LIABILITIES		70
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		71
WHERE YOU CAN FIND MORE INFORMATION		71
INFORMATION INCORPORATED BY REFERENCE		71

You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

PROSPECTUS SUMMARY

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (SEC) using a “shelf” registration process. Under this shelf registration process, we may offer from time to time, in one or more offerings, securities having an aggregate initial offering price of up to $100,000,000 (or its equivalent in foreign or composite currencies). This prospectus provides you with a general description of the securities that may be offered. Each time we offer securities under this shelf registration statement, we will provide you with a prospectus supplement that describes the specific amounts, prices and terms of the securities being offered. The prospectus supplement also may add, update or change information contained in this prospectus. You should read carefully both this prospectus and any prospectus supplement together with additional information described below under the caption “Where You Can Find More Information,” before making an investment decision. We have incorporated exhibits into this registration statement. You should read the exhibits carefully for provisions that may be important to you.

Industry data and other statistical information used in this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus are based on independent publications, reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, derived from our review of internal surveys and the independent sources listed above. Although we believe these sources are reliable, we have not independently verified the information.

We may sell securities through underwriters or dealers, through agents, directly to purchasers or through a combination of these methods. We and our agents reserve the sole right to accept or reject, in whole or in part, any proposed purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of securities and any applicable fee, commission or discount arrangements with them. See the information described below under the heading “Plan of Distribution.”

THIS PROSPECTUS MAY NOT BE USED TO SELL ANY SECURITIES UNLESS ACCOMPANIED BY THE APPLICABLE PROSPECTUS SUPPLEMENT.

This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or a prospectus supplement is accurate as of any date other than the date on the front of the document.

Except as otherwise indicated by the context, references in this prospectus to:

	·	“Farmmi,” “FAMI,” “we,” “our,” “our company,” the “company” and “us” are to Farmmi, Inc., a Cayman Islands company limited by shares;

	·	Farmmi International Limited, a Hong Kong limited company (“Farmmi International” when individually referenced), which is a wholly owned subsidiary of FAMI;

Table of Contents

	·	Farmmi Canada In. (“Farmmi Canada”), a Canadian company and a wholly owned subsidiary of FAMI;

	·	Farmmi USA In (“Farmmi US”), a California corporation and a wholly owned subsidiary of FAMI;

	·	“PRC subsidiaries” and “Operating Subsidiaries” are to our subsidiaries established and operated in mainland China, including:

	·	Farmmi (Hangzhou) Enterprise Management Co., Ltd., a PRC company (“Farmmi Enterprise”), which is a wholly owned subsidiary of Farmmi International;

	·	Lishui Farmmi Technology Co., Ltd., a PRC company (“Farmmi Technology”), which is a wholly owned subsidiary of Farmmi International;

	·	Hangzhou Suyuan Agriculture Technology Co., Ltd., a PRC company (“Suyuan”), a wholly owned subsidiary of Farmmi International;

	·	Farmmi (Hangzhou) Ecology Agriculture Development Co., Ltd. (“Farmmi Ecology”), a wholly owned subsidiary of Farmmi International;

	·	Farmmi (Hangzhou) Health Development Co., Ltd. (“Health Development”), a wholly owned subsidiary of Farmmi International;

	·	Zhejiang Farmmi Ecological Agricultural Technology Co., Ltd. (“Farmmi Eco-Agriculture ”), which is 50% owned by Farmmi Technology and 50% owned by Farmmi Enterprise;

	·	Zhejiang Farmmi Food Co., Ltd. (“Farmmi Food”), a wholly owned subsidiary of Agriculture Technology;

	·	Lishui Farmmi E-Commerce Co., Ltd. (“Farmmi E-Commerce”), a wholly owned subsidiary of Agricultural Technology;

	·	Ningbo Farmmi Baitong Trade Co., Ltd (“Baitong Trade”), a wholly owned subsidiary of Agricultural Technology;

	·	Zhejiang Farmmi Biotechnology Co., Ltd. (“Farmmi Biotech”), a wholly owned subsidiary of Agricultural Technology;

	·	Zhejiang Farmmi Agricultural Supply Chain Co., Ltd. (“Farmmi Supply Chain”), a wholly owned subsidiary of Agricultural Technology;

	·	Jiangxi Xiangbo Agriculture and Forestry Development Co., Ltd. (“Jiangxi Xiangbo”), a wholly owned subsidiary of Farmmi Supply Chain;

	·	Guoning Zhonghao (Ningbo) Trade Co., Ltd. (“Guoning Zhonghao”), a wholly owned subsidiary of Farmmi Supply Chain;

	·	Yudu County Yada Forestry Co., Ltd (“Yudu Foresty”), a wholly owned subsidiary of Jiangxi Xiangbo;

	·	Zhejiang Farmmi Healthcare Technology Co., Ltd. (“Farmmi Healthcare”), a wholly owned subsidiary of Health Development;

Table of Contents

	·	Zhejiang Yitang Medical Service Co., Ltd. (“Yitang Mediservice”), 95% owned by Farmmi Healthcare and 5% owned by Farmmi Ecology;

	·	Zhejiang Yiting Medical Technology Co., Ltd. (“Yiting Medical”), a wholly owned subsidiary of Yitang Mediservice; and

	·	Shanghai Zhongjian Yiting Healthcare Technologies Partnership (Limited Partnership) (“Zhongjian Yiting”), 93.75% owned by Yiting Medical.

	·	“Farmmi Holding” are to Zhejiang Farmmi Holding Group Co. Ltd, a PRC company and a former subsidiary of Suyuan;

	·	“Farmmi Agricultural” are to Zhejiang Farmmi Agricultural Science and Technology Group Co., Ltd., a PRC company and a wholly owned subsidiary of Farmmi Holding, which was a wholly foreign owned enterprise, or our “WFOE,” before January 2024;

	·	“Nongyuan Network” or “VIE” are to Hangzhou Nongyuan Network Technology Co., Ltd., a PRC company which was a consolidated affiliated entity whose financial statements were included in our consolidated financial statements for the 2023 and prior fiscal years as a result of a series of agreements;

	·	“China” and “PRC” are to the People’s Republic of China, and for purposes of this prospectus, are also to mainland China;

	·	“RMB,” “Renminbi” and “¥” are to the legal currency of China; and

	·	“USD,” “U.S. dollars,” “dollars,” and “$” are to the legal currency of the United States.

Our fiscal year end is September 30. References to a particular “fiscal year” are to our fiscal year ended September 30 of that calendar year.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus contain, or will contain, forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, or the PSLRA. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. Forward-looking statements include all statements that are not statements of historical facts and may relate to, but are not limited to, expectations or estimates of future operating results or financial performance, capital expenditures, regulatory compliance, plans for growth and future operations, as well as assumptions relating to the foregoing. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue” or the negative of these terms or other similar terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy, and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which cannot be foreseen. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, but not limited to, the risks and uncertainties described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus.

Table of Contents

We believe that it is important to communicate our future expectations to potential investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause actual events or results to differ materially from the expectations expressed in or implied by our forward-looking statements. The risks and uncertainties described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our securities, you should be aware that the occurrence of these risks and uncertainties could negatively impact, among other things, our business, cash flows, results of operations, financial condition and share price. Potential investors should not place undue reliance on our forward-looking statements.

Forward-looking statements regarding our present plans or expectations for sales, supply contracts, purchases, sources and availability of financing, and growth involve risks and uncertainties relative to return expectations and related allocation of resources, and changing economic or competitive conditions, as well as the negotiation of agreements with suppliers and customers, which could cause actual results to differ from present plans or expectations, and such differences could be material. Similarly, forward-looking statements regarding our present expectations for operating results and cash flow involve risks and uncertainties related to factors such as utilization rates, material prices, demand for products by our customers, supply and other factors described in the section entitled “Risk Factors” in this prospectus, in any applicable prospectus supplement, any related free writing prospectus and in any document incorporated by reference into this prospectus, which would also cause actual results to differ from present plans. Such differences could be material.

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date the statements are made. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to, and do not plan to, update any forward-looking statements as a result of new information, future events or developments, except as required by U.S. federal securities laws. You should read this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus with the understanding that we cannot guarantee future results, levels of activity, performance or achievements and that actual results may differ materially from what we expect. The forward-looking statements contained in this prospectus, any applicable prospectus supplement, any related free writing prospectus and any document incorporated by reference into this prospectus are excluded from the safe harbor protection provided by the PSLRA.

ABOUT FARMMI, INC.

FAMI is not a PRC operating company but a holding company incorporated in the Cayman Islands. As a holding company, we own equity interests, directly or indirectly, in our subsidiaries based in mainland China, Hong Kong, Canada and the U.S. The vast majority of the business operations are conducted by our subsidiaries based in mainland China.

Investors in FAMI’s securities are not purchasing an equity interest in our operating subsidiaries in China, Canada and the U.S. but instead are purchasing an equity interest in a Cayman Islands holding company.

This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in the securities that we are offering, you should carefully read this entire prospectus, including the matters set forth under the section of this prospectus captioned “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and the financial statements and related notes and other information that we incorporate by reference herein, including, but not limited to, our 2023 Annual Report and our other SEC reports.

Overview

Through our PRC subsidiaries, we process and sell edible fungi and other agricultural products both in China and internationally. Our business has historically been focused on the processing and sales of a variety of mushrooms, edible fungi and other agricultural products. In the recent years, in response to the market demand, our product sales have more evenly divided among Shiitake mushrooms, Mu Er mushrooms, and bulk trading of agricultural products, such as cotton and corn.

Table of Contents

Our PRC subsidiaries sell most of the products to distributors in China, which then sell in China and internationally. For the year ended September 30, 2023, approximately 99.4% of our products are sold in China and 0.6% outside mainland China, including in the U.S., Japan, Canada, and other countries and regions. Our subsidiaries had previously sold products through e-commerce platforms operated by Nongyuan Network and third party e-commerce service providers. Most of our e-commerce operations had been closed as of January 2023 to reduce the operating costs and expenses given the low profit margins generated.

Products

Our PRC subsidiaries process and sell Shiitake mushrooms, Mu Er mushrooms and other edible fungi, and bulk trade cotton, corn and other agricultural commodities.

In addition to the edible fungi we process and sell, our subsidiaries also purchase and sell agricultural products produced or processed by other manufacturers or companies.

Table of Contents

Corporate History and Structure

The following diagram illustrates our current corporate structure:

Holding Company Structure

FAMI is a Cayman Islands holding company incorporated on July 28, 2015. FAMI is currently not actively engaging in any business. You may never hold equity interests in the operating PRC Subsidiaries. As of the date of this prospectus, the authorized share capital of the Company US$100,000,000 divided into 500,000,000 ordinary shares of US$0.20 nominal or par value each, of which 7,245,786 ordinary shares are issued and outstanding. FAMI controls and receives the economic benefits of the business operations of our PRC subsidiaries through equity ownership. Farmmi International was incorporated on August 20, 2015 in Hong Kong under the Companies Ordinance (Chapter 622) as a private company limited by shares. Farmmi International is currently a holding company owning equity interests in our subsidiaries based in mainland China. We currently do not have a VIE in our corporate structure.

Our Subsidiaries and Business Operations

Our agricultural product sale business is conducted primarily by our subsidiaries based in mainland China. Among our PRC subsidiaries, the following are the main operating entities:

Farmmi Food primarily engages in the business of packaged dried edible fungi for domestic sales to distributors. It was established on December 26, 2017.

Farmmi E-Commerce was established on March 22, 2019. Its business focuses on technology development, technical services and technical consultation related to agricultural products.

Farmmi Biotech was established on April 7, 2021. Its main business is the research and development of mushroom powder and mushroom extract.

Farmmi Supply Chain was established on May 11, 2021. It operates agricultural products supply chain business.

Table of Contents

Yudu Forestry was established on November 10, 2010. It primarily engages in forestry development business. We acquired Yudu Forestry from a third party in September 2021.

Guoning Zhonghao, Farmmi Eco-Agriculture and Baitong Trade mainly conduct agricultural product sales. Guoning Zhonghao was established on June 15, 2021, which we acquired from a third party in December 2021. Farmmi Eco-Agriculture was established on May 27, 2022. Baitong Trade was established on November 14, 2022.

Farmmi Health Development was established on September 17, 2021 and its principal function is health related business development.

Farmmi Healthcare was established on September 18, 2021 and focuses on medicine related business.

Yitang Mediservice was established on September 7, 2021 and its principal operations are medical services.

Yiting Yiting Medical focuses on medical technology business. It was established on September 7, 2021.

Farmmi Canada was established in July 2022. It primarily conducts agricultural product sales in Canada and trading business.

Farmmi USA was established in April 2023. It primarily engages in agricultural product sales to the U.S. and other international markets and U.S. agricultural product sales to China.

The remaining subsidiaries are either holding companies or do not currently conduct substantial operations.

Historical Contractual Arrangements for E-Commerce Operations and Recent Development

Historically our subsidiaries had conducted our business through the following structures:

Structure	Company	Business	Related PRC Legal Restrictions on Foreign-owned Entity
Parent-subsidiary Structure	All of our foreign-owned entity subsidiaries	Process and/or sell agricultural products	None

Variable interest entity	Hangzhou Nongyuan Network Technology Co., Ltd.	Operated online and e-commerce operations	Restrictions on operation of independent online stores (deemed as value-added telecommunication service business) by foreign-owned entities

Nongyuan Network, through a series of contractual arrangements with Farmmi Agriculture, had operated e-commerce websites and online sales of agriculture products for our PRC subsidiaries. PRC laws and regulations restrict and impose conditions on foreign investment in internet based, value-added telecommunication services, mobile application services and certain other businesses. Accordingly, the e-commerce websites and online sales of our products in China were mainly operated through our consolidated affiliated entity, or VIE, and relied on contractual arrangements among Farmmi Agriculture, or the WFOE, Nongyuan Network and its shareholder. The VIE was consolidated for accounting purposes, but was not an entity in which we or our investors, owned equity. Such structure and the contractual arrangements were designed to enable our WFOE to have power to direct significant activities of the VIE and to receive economic benefits from the VIE where PRC law prohibited, restricted or imposed conditions on direct foreign investment in such entity.

Table of Contents

Beginning in 2014, our PRC subsidiaries, through Nongyuan Network, opened online stores to sell products on third-party e-commerce sites such as taobao.com, JD.com and other e-commerce channels. Nongyuan Network had also developed our own e-commerce sites, Farmmi Jicai (www.farmmi88.com) and Farmmi Liangpin Market (www.farmmi.com), and tested Farmmi Baba, an e-commerce platform operated as a mini program on WeChat, a popular mobile app in China. Most of the e-commerce sales operations had been discontinued by January 2023 due to the low profitability as compared to the costs and expenses.

Nongyuan Network, Farmmi Agriculture and the shareholder of Nongyuan Network, Ms. Xinyang Wang, entered into a series of agreements in 2019, which enabled Farmmi Agriculture to exercise effective control over Nongyuan Network and receive all of the economic benefits from the VIE’s operations. Such VIE agreements included: (a) an Exclusive Management Consulting and Technology Service Agreement, under which Nongyuan Network agreed to engage Farmmi Agricultural as its exclusive provider of management consulting, technical support, intellectual property license and relevant services and Farmmi Agricultural was obligated to absorb all of the loss from Nongyuan Network’s activities and was entitled to receive all of its residual profits and service fees, (b) a Power of Attorney, through which the sole shareholder of Nongyuan Network entered into an irrevocable power of attorney appointing Farmmi Agricultural as the attorney-in-fact to act on her behalf on all matters pertaining to Nongyuan Network and to exercise all of her rights as the sole shareholder of Nongyuan Network, (c) an exclusive call option agreement, pursuant to which Farmmi Agricultural had an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest and assets in Nongyuan Network from its sole shareholder, and (d) an equity pledge agreement, under which Xinyang Wang pledged all of her equity interests in Nongyuan Network to Farmmi Agricultural as collateral to secure performance of all of the obligations under the exclusive consulting and service agreement, the exclusive call option agreement and the proxy agreement.

In January 2024, Suyuan entered into a share transfer agreement with an unrelated third party, under which it sold all of shares of its wholly owned subsidiary, Farmmi Holding and its assets including all the shares of Farmmi Agriculture. As a result of the subsidiary sale, Farmmi Agriculture’s contractual arrangements with Nongyuan Network were transferred to the buyer company. Following the subsidiary sale, we no longer have a VIE in our current corporate structure and will not consolidate the operations and financial results of Nongyuan Network.

Summary of Risk Factors

Investing in our ordinary shares involves a high degree of risk. This summary does not address all of the risks that we face. Please refer to the information contained in and incorporated by reference under the heading “Risk Factors” on page 19 of this prospectus.

Risks Related to Doing Business in China

Risks related to doing business in China, beginning on page 19 of this prospectus, include but are not limited to the following:

·	If the Chinese government determines that our corporate structure does not comply with Chinese regulations, or if Chinese regulations change or are interpreted differently in the future, the value of our ordinary shares may decline in value or become worthless.

·	Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us and our shareholders.

·	We are required to complete filing procedures with the CSRC in connection with securities issuance and may be subject to approval, filing or other procedures with other Chinese regulatory authorities under PRC law; we cannot predict whether we will be able, or how long it will take us, to obtain such approval or complete such filing or other procedures.

Table of Contents

·	The PRC government exerts substantial influence over the manner in which we conduct our business through our subsidiaries in China and may intervene in or influence the operations of our subsidiaries at any time, which could result in a material change in our operations and cause the value of our ordinary shares to significantly decline or become worthless.

·	The Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. As a result, we face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

·	We previously operated our e-commerce websites and online product sales through certain contractual arrangements with Nongyuan Network; if the PRC government determines that these contractual arrangements did not comply with PRC regulations relative to certain industries, or if these regulations or the interpretation of existing regulations change in the future, or if the PRC government disallow our holding company structure, we could be subject to severe penalties or adverse consequences, which would likely result in a material adverse change in our operations, and FAMI shares may decline significantly in value or become worthless.

·	Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditors for two consecutive years.

·	Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements.

·	We may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.

Implication of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

	·	we are not required to provide as many Exchange Act reports or provide periodic and current reports as frequently as a domestic public company;

	·	we are exempt from certain U.S. federal securities law provisions applicable to U.S. domestic issuers and are also permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, and such exemptions may afford less protection to shareholders;

	·	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

	·	we are exempt from certain provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

	·	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act.

Table of Contents

Permissions Required from the PRC Authorities for Our Operations

We conduct a majority of our business through our subsidiaries based in China. Historically our e-commerce and online product sales which counted a smaller portion of our business had been operated through a series of contractual arrangements with Nongyuan Network, a PRC company that we did not hold any equity interest. We are required to obtain certain permissions from the PRC authorities to operate, issue securities to foreign investors, and transfer certain data. The PRC government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be undermined if our PRC subsidiaries are not able to obtain or maintain approvals to operate in China. The central or local governments could impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures, and efforts on our part to ensure our compliance with such regulations or interpretations. To operate our general business activities currently conducted in mainland China, each of our PRC entities is required to obtain a business license from the local counterpart of the State Administration for Market Regulation, or SAMR. Each of our PRC entities has obtained a valid business license from the local SAMR, and no application for any such license has been denied. Our PRC entities are also required to obtain certain licenses and permits. Among our PRC entities, Farmmi Food and Farmmi Biotech are required to obtain food business licenses pursuant to the PRC Food Safety Law. Prior to April 2021, Nongyuan Network was required to made, and had made, a record filing with the competent telecommunications authority as a non-operational Internet Content (ICP) Provider and has received the ICP License. As of the date of this prospectus, as advised by our PRC legal counsel, Zhengbiao Law Firm, we and our PRC entities have received all requisite permits, approvals and certificates from the PRC government authorities to conduct our business operations in China. To our knowledge, no permission or approval has been denied or revoked. However, given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot be certain that relevant policies in this regard will not change in the future, which may require us or our subsidiaries to obtain additional licenses, permits, filings or approvals for conducting our business in the PRC. If we or our subsidiaries do not receive or maintain required permissions or approvals, or inadvertently conclude that such permissions or approvals are not required, we may be subject to governmental investigations or enforcement actions, fines, penalties, suspension of operations, or be prohibited from engaging in relevant business or conducting securities offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

In connection with our previous issuance of securities to foreign investors, , as advised by our PRC legal counsel, Zhengbiao Law Firm, under current PRC laws, regulations and regulatory rules, as of the date of this prospectus, we and our PRC subsidiaries are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC; are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC; and have not received or were denied such requisite permissions by any PRC authority. However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

On July 10, 2021, the CAC published a revised draft revision to the Cybersecurity Review Measures for public comment, or the Revised Cybersecurity Measures. Under these measures, an operator having more than one million users shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate the risk of critical information infrastructure, core data, important data, or a large amount of personal information being influenced, controlled or maliciously used by foreign governments after going public overseas. The procurement of network products and services, data processing activities and overseas listing should also be subject to cybersecurity review if they concern or potentially pose risks to national security. According to the effective Cybersecurity Review Measures, online platform/website operators of certain industries may be identified as critical information infrastructure operators by the CAC, once they meet standard as stated in the National Cybersecurity Inspection Operation Guide, and such operators may be subject to cybersecurity review. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and other government agencies jointly issued the final version of the Revised Measures for Cybersecurity Review, or the Measures, which took effect on February 15, 2022 and replaced the previously issued Revised Cybersecurity Review Measures. Under the Measures, an “online platform operator” in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The operators of critical information infrastructure and the online platform operators (collectively, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Measures, we believe we are not subject to the cybersecurity review by the CAC, given that (i) we possess personal information of a relatively small number of users in our business operations as of the date of this report, significantly less than one million users; and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important data by the PRC authorities. We don’t believe that we are an Operator within the meaning of the Measures, nor do we control more than one million users’ personal information, and as such, we should not be required to apply for a cybersecurity review under the Revised Measures. Further, an expert interpretation of the Measures published at the CAC’s website on February 17, 2022 indicated no application review is required for operators that have been listed abroad before the implementation of the Revised Cybersecurity Measures. However, the Measures were just recently released and there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. Whether the data processing activities carried out by traditional enterprises (such as food, medicine, manufacturing, and merchandise sales enterprises) are subject to such review and the scope of the review remain to be further clarified by the regulatory authorities in the subsequent implementation process.

Table of Contents

The PRC government recently initiated a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to extend the scope of cybersecurity reviews, cracking down on illegal activities in the securities market, and expanding the efforts in anti-monopoly enforcement. The PRC government is increasingly focused on data security. In July 2021, the CAC opened cybersecurity probes into several U.S.-listed technology companies focusing on anti-monopoly regulation, and how companies collect, store, process and transfer data. On November 14, 2021, the CAC published the Draft Regulations on Network Data Security Management for public comments, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. If the Draft Regulations on Network Data Security Management are enacted in the current form, we, as an overseas listed company, would be required to carry out an annual data security review and comply with the relevant reporting obligations. As of the date of this prospectus, the draft regulations have been released for public comment only and have not been formally adopted. The final provisions and the timeline for its adoption are subject to changes and uncertainties. We have been closely monitoring the regulatory development in China, particularly regarding the requirements of approvals, annual data security review or other procedures that may be imposed on us. If any approval, review or other procedure is in fact required, we cannot assure our investors that we will be able to obtain such approval or complete such review or other procedure timely or at all. For any approval that we may be able to obtain, it could nevertheless be revoked and the terms of its issuance may impose restrictions on our operations and/or securities offerings. The PRC regulatory requirements with respect to cybersecurity and data security are constantly evolving and can be subject to varying interpretations and significant changes, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with these cybersecurity and data privacy requirements in a timely manner, or at all, may subject us to government enforcement actions and investigations, fines, penalties, suspension or disruption of our operations.

On February 17, 2023, China Securities Regulatory Commission (the “CSRC”) issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines (collectively, the “Trial Measures” or “Overseas Listing Rules”), which took effect on March 31, 2023. Under the Trial Measures, a company established in mainland China seeking securities offering and listing, by both direct or indirect means, in an overseas market is required to undertake filing procedures with the CSRC for its overseas offering and listing activities. The Trial Measures also set forth a list of circumstance under which overseas offering and listing by domestic companies established in mainland China is prohibit, including: (i) where such securities offering and listing is explicitly prohibited by the PRC laws; (ii) where the intended securities offering and listing may endanger national security as reviewed and determined by competent PRC authorities under the State Council in accordance with PRC laws; (iii) where the domestic company established in mainland China, or its controlling shareholders and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three (3) years; (iv) where the domestic company established in mainland China seeking securities offering and listing is suspected of committing crimes or major violations of laws and regulations, and is under investigation according to law, and no conclusion has yet been made thereof; and (v) where there are material ownership disputes over equity held by the controlling shareholder of the company established in mainland China or by other shareholders that are controlled by the controlling shareholder and/or actual controller. In accordance with the Trial Measures, the listing and trading of our ordinary shares on Nasdaq is deemed as an indirect overseas offering and listing by domestic companies established in mainland China, and thus, we are subject to the relevant filing procedures as required. Further, we believe, as of the date of this prospectus, none of the circumstances prohibiting the overseas offering and listing by domestic companies established in mainland China as listed above applies to us, and we can offer and continue to offer our ordinary shares on Nasdaq.

Table of Contents

In accordance with the Notice on the Arrangement for the Filing of Overseas Offering and Listing by Domestic Companies issued by the CSRC, we are deemed as an “Existing Issuer” because we had been listed overseas before March 31, 2023. Under such Notice, we are not required to undertake the initial filing procedure immediately. However, we shall carry out filing procedures as required in a timely manner for the subsequent events, including any further follow-up offerings on Nasdaq, dual and/or secondary offering and listing on different overseas markets, and occurrence of material events including change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, and voluntary or mandatory delisting. Among other things, if an overseas listed issuer intends to effect any follow-on offering in an overseas stock market, it should, through its major operating entity incorporated in the PRC, submit filing materials to the CSRC within three working days after the completion of the offering. The required filing materials shall include, but not be limited to, (1) filing report and relevant commitment letter and (2) domestic legal opinions. We may be subject to additional compliance requirements in the future, and we cannot assure you that we will be able to get the above-mentioned clearance of filing procedures on a timely basis, or at all. If we or our PRC Subsidiaries in the future fail to undertake filing procedures as stipulated in the Trial Measures, or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us and/or our PRC Subsidiaries, and impose a fine of between RMB 1,000,000 and RMB 10,000,000. The CSRC may also inform its regulatory counterparts in the overseas jurisdictions, such as the SEC, via cross-border securities regulatory cooperation mechanisms.

Further, on February 24, 2023, the CSRC, together with Ministry of Finance, National Administration of State Secrets Protection, and National Archives Administration of China, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Confidentiality Provisions”), which went into effect on March 31, 2023 with the Trial Measures. Under the Confidentiality Provisions, domestic companies established in mainland China seeking overseas offering and listing, by both direct and indirect means, are required to institute a sound confidentiality and archives system. If such domestic companies established in mainland China intend to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, they shall obtain approval from competent authorities and complete the relevant filing procedure with the competent secrecy administrative department prior to their disclosure or provision of such documents and materials. Further, if they provide or publicly disclose documents and materials which may adversely affect national security or public interests, they shall strictly follow the corresponding procedures in accordance with relevant laws and regulations. Any failure or perceived failure by us or our subsidiaries to comply with the above confidentiality and archives administration requirements under the Confidentiality Provisions and other relevant PRC laws and regulations may cause relevant entities to be held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime. As of the date of this prospectus, we believe that we and our subsidiaries have not provided or publicly disclosed any documents or materials involving state secrets or work secrets of PRC government agencies or any of which may adversely affect national security or public interests, to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. We intend to comply with the Confidentiality Provisions and other relevant PRC laws and regulations in our future offerings.

However, any failure of us or our PRC Subsidiaries to fully comply with the Trial Measures and/or the Confidentiality Provisions, may significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares on Nasdaq, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our ordinary shares to significantly decline in value or become worthless. For more detailed information, see “Risk Factors-Risks Relating to Doing Business in China.”

Table of Contents

Implication of The Holding Foreign Companies Accountable Act

Our ordinary shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the HFCAA if the PCAOB is unable to inspect our auditors for two consecutive years. Pursuant to the HFCAA enacted in December 2020 and related legislation, if the SEC determines that a company has filed an audit report issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC is required to prohibit such company’s securities from being traded on a national securities exchange or in the over the counter trading market in the U.S.

Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol (SOP) Agreement with the CSRC and the MOF of the PRC regarding cooperation in the oversight of PCAOB-registered public accounting firms in the PRC and Hong Kong to establish a method for the PCAOB to conduct inspections of PCAOB-registered public accounting firms in the PRC and Hong Kong, as contemplated by the Sarbanes-Oxley Act. Under the agreement, (a) the PCAOB has sole discretion to select the firms, audit engagements and potential violations it inspects and investigates without consultation with, or input from, PRC authorities; (b) procedures are in place for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (c) the PCAOB has direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates; and (d) the PCAOB shall have the unfettered ability to transfer information to the SEC in accordance with the Sarbanes-Oxley Act, and the SEC can use the information for all regulatory purposes, including administrative or civil enforcement actions. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous 2021 adverse determinations. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination.

Our current auditor is based in the U.S. and has been inspected by the PCAOB on a regular basis. Our auditor is not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong that are subject to PCAOB’s determination. Notwithstanding the foregoing, in the future, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations to the PCAOB for inspection or investigation, our investors may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate, which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange or “over-the-counter” markets, may be prohibited under the HFCAA.

Cash Flows Within Our Organization

As a holding company, we may rely upon dividends paid to us by our subsidiaries in the PRC to pay dividends and to finance any debt we may incur. As of the date of this prospectus, we have never declared or paid any cash dividends on our ordinary shares. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board of Directors may deem relevant.

Table of Contents

Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either its profit or share premium account, but a dividend may not be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. According to our Third Amended and Restated Articles of Association, dividends can be declared and paid out of funds lawfully available to us, which include the share premium account. Dividends, if any, shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends, if any, shall be paid in proportion to the number of shares a shareholder holds during any portion or portions of the period in respect of which the dividend is paid.

Current PRC regulations permit our subsidiary in mainland China to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under our current corporate structure, we rely on dividend payments or other distributions from our subsidiaries to fund any cash and financing requirements we may have, including the funds necessary to pay dividends and other cash distributions to our shareholders or to service any debt we may incur. If any subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its