fami_424b5.htm

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Prospectus Supplement	Filed pursuant to Rule 424(b)(5)
(To Prospectus dated June 27, 2024)	Registration No. 333-280348

16,571,429 Class A Ordinary Shares

Farmmi, Inc.

We are offering 16,571,429 Class A ordinary shares (the “Shares”), par value $0.000,000,010 per share (the “Class A Ordinary Shares” or “Ordinary Shares”), directly to selected investors pursuant to this prospectus supplement and the accompanying prospectus at an offering price of $0.35 per Share.

No underwriter or placement agent is involved in this offering, and no commissions or underwriting discounts will be paid. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. See “Plan of Distribution” beginning on page S-22 for additional information.

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 $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 after issuance at the option of the holder thereof on a one-for-one basis. As of the date of this prospectus supplement, we have 13,862,648 Class A Ordinary Shares and 3,873 Class B Ordinary Shares issued and outstanding.

The Company’s Class A Ordinary Shares trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “FAMI”. On June 15, 2026, the last reported price of the Class A Ordinary Shares on Nasdaq was $1.36 per share.

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As of the date of this prospectus supplement, the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was $20.7 million based on 13,862,648 Class A Ordinary Shares, of which 13,862,546 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 not offered any 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 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 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” “we,” “us,” “Company,” 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 and having the majority of the company’s operations in PRC. 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 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 adopted 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, Tiantai Law Firm, or Tiantai, 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 Tiantai, 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 Tiantai, 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.

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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 in the PRC 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.

We expect to deliver the securities being offered pursuant to this prospectus supplement on or about June 17, 2026.

Investing in our securities involves a high degree of risk. You should carefully read and consider the risk factors beginning on page S-15 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.

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.

The date of this prospectus supplement is June 16, 2026.

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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-14
RISK FACTORS		S-15
CAPITALIZATION		S-19
USE OF PROCEEDS		S-20
DESCRIPTION OF THE SECURITIES WE ARE OFFERING		S-20
PLAN OF DISTRIBUTION		S-21
LEGAL MATTERS		S-22
EXPERTS		S-22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-22
WHERE YOU CAN FIND MORE INFORMATION		S-23
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS		S-23

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

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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 Shares 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. 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 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.

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We are not making offers to sell or solicitations to buy our Ordinary Shares 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.

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CAUTIONARY NOTE ON 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.

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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.

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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. The vast majority of the business operations are conducted by our Subsidiaries based in mainland China.

Investors in our securities are not purchasing an equity interest in our Subsidiaries in China, 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 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.

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.

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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.

Corporate History and Structure

The following diagram illustrates our current corporate structure:

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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. There are 13,862,648 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

2025 Annual General Meeting and Share Capital Changes

On February 25, 2025, at the Company’s annual general meeting, our shareholders approved an ordinary resolution to effect a consolidation of the Company’s authorized shares, including issued and unissued ordinary shares, at a ratio of one-for-twelve (the “Share Consolidation”). As a result of the Share Consolidation, the authorized share capital of the Company changed from US$100,000,000 divided into 500,000,000 ordinary shares of a par or nominal value of US$0.20 each to US$100,000,000 divided into 41,666,667 ordinary shares of a nominal or par value of US$2.40 each.

On February 25, 2025, at the Company’s annual general meeting, our shareholders approved an ordinary resolution to increase the authorized share capital of the Company from (i) US$100,000,000 divided into 41,666,667 ordinary shares of US$2.40 nominal or par value each, to (ii) US$12,000,000,000 divided into 5,000,000,000 ordinary shares of US$2.40 nominal or par value each, by the creation of an additional 4,958,333,333 ordinary shares of US$2.40 nominal or par value each.

Compliance with NASDAQ Minimum Bid Price Requirements

On April 22, 2024, we received a letter from the Listings Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying us that the minimum closing bid price per share for our Class A Ordinary Shares was below $1.00 for a period of 30 consecutive business days and that we did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were granted a compliance period of 180 calendar days, or until October 21, 2024, to regain compliance. On October 22, 2024, Nasdaq granted us an additional 180 calendar days, or until April 21, 2025, to regain compliance with the minimum bid price requirement.

Following the passing by the shareholder of the resolution regarding the Share Consolidation at the February 2025 annual general meeting, the Share Consolidation was effected with NASDAQ on March 17, 2025. Since then, Nasdaq has determined that for 10 consecutive business days, the closing bid price of our Ordinary Shares had been at $1.00 per share or greater. On April 2, 2025, Nasdaq notified us that the Company has regained compliance with the Minimum Bid Price Requirement.

Acquisition and Termination Transactions

On February 28, 2025, Farmmi International, a wholly-owned subsidiary of the Company, entered into an equity transfer agreement with MALONG LIMITED, a Hong Kong company (“Malong”), to acquire 45% of the equity of EWAYFOREST GROUP LIMITED (“Ewayforest”), a Hong Kong company, from Malong. Ewayforest owns 100% of the equity of Lishui Ganglisen Enterprise Management Co., Ltd, a Chinese company, which in turn owns 100% of the equity of Lishui Senbo Forestry Co., Ltd, a Chinese company (“Senbo Forestry”). Senbo Forestry is engaged in forestry management, improvement, planting and product sales. The total consideration for the acquisition was RMB723,324,150 ($99,085,500). Farmmi International has paid $59.6 million in cash and $35.0 million in accounts receivable. On April 30, 2025, Farmmi International, Malong and Senbo Forestry entered into a supplemental agreement to the original equity transfer agreement, whereby Malong and Senbo Forestry agreed to obtain a forest ownership certificate by August 30, 2025 to establish Senbo Forestry’s rights to the forest assets.

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On September 30, 2025, the parties entered into a termination and refund agreement, under which the parties agreed to terminate the original equity acquisition transaction and to refund the purchase consideration paid by Farmmi International, including accounts receivable of $35.0 million and an aggregate cash payment of $59,625,500. Pursuant to the agreement, the purchase consideration payments would be refunded as follows: (a) 40% of the cash consideration of $59,625,500, or $23,850,200, is repaid in a lump sum by January 31, 2026, and (b) the remaining 60% of the cash consideration, or $35,775,300, will be repaid in two years from February 1, 2026 to January 30, 2028 in four tranches: (i) a total of not less than 20% of the principal balance would be refunded by July 30, 2026, and not less than 25% of the remaining principal balance would be refunded by January 30, 2027 and July 30, 2027, respectively, and the final remaining principal balance would be refunded by January 30, 2028, and (ii) the interest on the unpaid balance is calculated at an annualized rate of 2%, compounded daily and is payable quarterly.

Dispositions of Subsidiaries

From March 2025 to June 2025, we sold and transfer all of the equity of four PRC subsidiaries to a third party, Lishui Chida Logistics Co., Ltd, including Zhejiang Farmmi Agricultural Supply Chain Co., Ltd., Zhejiang Farmmi Food Co., Ltd., Guoning Zhonghao (Ningbo) Trade Co., Ltd. and Ningbo Farmmi Baitong Trade Co., Ltd.

In June 2025, we sold and transfer all of the equity of Zhejiang Farmmi Biotechnology Co., Ltd. to a third party, Lishui Damushan Tea Co., Ltd.

In June 2025, we dissolved Zhejiang Famimi Biotechnology Co., Ltd. through deregistration with local government authority.

August 2025 PIPE Offering

On August 4, 2025, the Company entered into a securities purchase agreement with certain accredited investors, pursuant to which the Company sold to the purchasers an aggregate of 4,166,667 Ordinary Shares, par value $2.40 per share, and Series C warrants to purchase up to 8,333,334 Ordinary Shares in a private placement for gross proceeds of approximately $10.0 million. The Company filed a resale registration statement on Form F-3 with the SEC on September 11, 2025 to register the purchased shares and Ordinary Shares underlying the Series C warrants, which was declared effective by the SEC on September 19, 2025.

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 (the “Class A Ordinary Shares”), and 500,000,000 Class B Ordinary Shares of US$2.40 nominal or par value each with fifty votes per share (the “Class B Ordinary Shares”), 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, the Fourth Amended and Restated Memorandum and Articles of Associations (the “Memorandum and Articles of Associations”) became effective upon the filing with the Cayman Islands Registrar of Companies.

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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 shareholder 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.

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.

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THE OFFERING

Class A Ordinary Shares offered by us		16,571,429 Ordinary Shares

Offering price		$0.35 per Ordinary Share

Class A Ordinary shares outstanding before this offering		13,862,648 shares

Use of proceeds		We estimate the net proceeds from this offering will be approximately $5.6 million, after deducting offering expenses payable by us. We intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” on page S-20 of this prospectus supplement.

Risk factors		Investing in our shares involves a high degree of risk. See “Risk Factors” beginning on page S-15 of this prospectus supplement, on page 19 of the accompanying prospectus and 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 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”.

Unless otherwise indicated, the number of Ordinary Shares outstanding prior to and after this offering is based on 13,862,648 Class A Ordinary Shares issued and outstanding as of June 16, 2026 and excludes:

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

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

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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 $0.35 was determined through arm's-length negotiation between us and the investors 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 15, 2026 of $1.36. Investors may experience an immediate decline in the market value of the 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 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 16,571,429 Ordinary Shares in this offering. The issuance and potential future sale of these new Ordinary Shares 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 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 $0.35, 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.

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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.

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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.

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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.

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.

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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, and (c) the redesignation of the 3,873 Class A Ordinary Shares held by Farmnet Limited as 3,873 Class B Ordinary Shares.

	·	on an as adjusted basis to give further effect to this offering based on an offering price of $0.35 per Share, 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⁽¹⁾
	(in U.S. dollars, except per share data)
Cash	$	804,098		$	20,804,100		$	26,404,100
Total Current Assets		93,125,955			113,125,957			118,725,957
Total Assets		147,033,182			167,033,184			172,633,184
Current Liabilities		9,956,330			9,906,330			9,906,330
Total Liabilities		23,175,730			23,125,730			23,125,730

Shareholders' Equity
Class A Ordinary Shares, par value $0.000,000,01, 4.5 billion shares authorized; 5,481,874, 13,813,417 and 30,384,846 shares issued and outstanding - actual, pro forma and pro forma as adjusted⁽²⁾		-			-			-
Class B Ordinary Shares, par value $0.000,000,01, 0.5 billion shares authorized, 1,791, 1791 and 1,791 shares issued and outstanding - actual, pro forma and pro forma as adjusted⁽²⁾		-			-			-
Subscription receivable		-			-			-
Additional paid-in capital⁽¹⁾		174,583,300			194,633,302			200,233,302
Statutory reserve		687,173			687,173			687,173
Accumulated deficits		(39,839,384	)		(39,839,384	)		(39,839,384	)
Accumulated other comprehensive loss		(11,313,205	)		(11,313,205	)		(11,313,205	)
Total Farmmi, Inc.’s shareholders' equity		124,117,884			144,167,886			149,767,886
Non-controlling interest		(260,432	)		(260,432	)		(260,432	)
Total Equity		123,857,452			143,907,454			149,507,454

Total Liabilities and Equity	$	147,033,182		$	167,033,184		$	172,633,184

	(1)	Reflects an estimated net proceeds of $5.6 million from the issuance of 16,571,429 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;

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

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USE OF PROCEEDS

We estimate the net proceeds from this offering will be approximately $5.6 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 16,571,429 Ordinary Shares in a registered direct offering to certain investors pursuant to a securities purchase agreement between the Company and the investors. 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.

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.

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PLAN OF DISTRIBUTION

We are offering 16,571,429 Ordinary Shares at a price of $0.35 per Share for aggregate gross proceeds of $5.8 million, pursuant to this prospectus supplement and the accompanying prospectus.

No underwriter or placement agent is involved in this offering, and no commissions or underwriting discounts will be paid. The securities are being offered and sold in a registered direct offering directly to selected purchasers (the “Purchasers”), pursuant to a securities purchase agreement between us and the Purchasers (the “Securities Purchase Agreement”).

We negotiated the price for the securities offered in this offering with the Purchasers. The factors considered in determining the price included the recent market price of our Ordinary Shares, the general condition of the securities market at the time of this offering, the history of, and the prospects, for the industry in which we compete, our past and present operations, and our prospects for future revenues.

The Securities Purchase Agreement contains certain restrictive covenants applicable to the Company and the Purchasers. They include restrictions on the Company’s use of proceeds, requirements to maintain reporting status and share reservation obligations, among other things. The Purchasers are also subject to restrictions on short selling and hedging transactions in the Company’s securities during the period from initial contact through public disclosure of the transactions contemplated by the Securities Purchase Agreement.

We also agreed to indemnify the Purchasers against certain losses resulting from our breach of any of our representations, warranties, or covenants under the Securities Purchase Agreement with the purchasers as well as under certain other circumstances described in the Securities Purchase Agreement.

Neither we nor the Purchasers are using this prospectus supplement or the accompanying prospectus to offer or sell any securities in any jurisdiction where such offer or sale is not permitted. This prospectus supplement is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in any jurisdiction in which such offer or sale is not authorized.

Delivery of Ordinary Shares

Delivery of our securities issued and sold in this offering will occur on June 17, 2026.

Transfer Agent and Registrar

The transfer agent and registrar for our Ordinary Shares is TranShare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140, Clearwater FL 33764. Our transfer agent’s phone number is (303)662-1112 and facsimile number is (727)269-5616.

Listing

Our Ordinary Shares are quoted on the Nasdaq Capital Market under the trading symbol “FAMI.”

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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 Ordinary Shares 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 Tiantai 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 Report on Form 6-K filed or furnished on February 25, 2026, April 10, 2026, May 6, 2026 and May 29, 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.

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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 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 reporting and 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 FOR SECURITIES LAW VIOLATIONS

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 informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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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.

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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.

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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.

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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.

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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.

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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

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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;

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	·	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;

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	·	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.

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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

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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.

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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.

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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.

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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.

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·	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.

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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.

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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.

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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.”

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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.

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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 ability to pay dividends to us. In addition, under PRC laws and regulations, each of our Chinese subsidiaries 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.

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 subsidiaries. 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 subsidiaries intend 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. In addition, in accordance with the Notice on the Arrangement for the Filing of Overseas Offering and Listing by Domestic Companies issued by the CSRC along with the Listing Records Rules on the same day, we are deemed as an “Existing Issuer” because we have 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 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.

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Under PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, and only through loans to a consolidated affiliated entity, subject to satisfaction of applicable government registration and approval requirements.

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.

Selected Consolidated Financial Information

In the table below, we provide you with selected consolidated statements of operations data for the fiscal years ended September 30, 2023, 2022 and 2021 and the selected consolidated balance sheets data as of September 30, 2023 and 2022. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes.

Consolidated Statements of Operations Information

The tables below disaggregated the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company into FAMI, the former VIE and its subsidiaries, the WFOE that is the primary beneficiary of the former VIEs and an aggregation of other entities that are consolidated for the fiscal years ended September 30, 2023, 2022 and 2021.

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(All amounts in U.S. dollars)

	For the year ended September 30, 2023
	Other entities			WFOE that is			Former VIE
	that are			the primary			and its						Consolidated
	consolidated			beneficiary			subsidiaries			FAMI			total
Revenues	$	74,224,063		$	16,034,543		$	20,106,281			-		$	110,364,887
Cost of revenues		(70,021,350	)		(16,023,779	)		(20,033,003	)		-			(106,078,132	)
Gross profit		4,202,713			10,764			73,278			-			4,286,755
Operating expenses		(1,028,294	)		(71,676	)		(231,462	)		(913,948	)		(2,245,380	)
Income (loss) from operations		3,174,419			(60,912	)		(158,184	)		(913,948	)		2,041,375
Other income (expenses)		1,514,162			(68,416	)		634,225			(1,264,040	)		815,931
Income (loss) before income taxes		4,688,581			(129,328	)		476,041			(2,177,988	)		2,857,306
Provision for income taxes		(270,874	)		(8,556	)		(34,063	)		-			(313,493	)
Net income (loss)	$	4,417,707		($137,884)			$	441,978		($2,177,988)			$	2,543,813

	For the year ended September 30, 2022
	Other entities			WFOE that is			Former VIE
	that are			the primary			and its						Consolidated
	consolidated			beneficiary			subsidiaries			FAMI			total
Revenues	$	64,795,082		$	9,111,073		$	25,307,224			-		$	99,213,379
Cost of revenues		(60,272,018	)		(9,053,547	)		(24,449,728	)		-			(93,775,293	)
Gross profit		4,523,064			57,526			857,496			-			5,438,086
Operating expenses		(782,009	)		(50,344	)		(701,516	)		(2,961,849	)		(4,495,718	)
Income (loss) from operations		3,741,055			7,182			155,980			(2,961,849	)		942,368
Other income (expenses)		560,497			20,510			213,771			368,466			1,163,244
Income (loss) before income taxes		4,301,552			27,692			369,751			(2,593,383	)		2,105,612
Provision for income taxes		114,801			9,182			(5,616	)		-			118,367
Net income (loss)	$	4,416,353		$	36,874		$	364,135		($2,593,383)			$	2,223,979

	For the financial year ended September 30, 2021
	Other			WFOE that is
	entities			the primary			Former VIE
	that are			beneficiary			and its						Consolidated
	consolidated			of the VIE			subsidiaries			FAMI			total
Revenues from continuing operations	$	33,068,045		$	762,771		$	5,459,135		$	-		$	39,289,951
Cost of revenues from continuing operations		(28,847,801	)		(742,933	)		(4,589,936	)		-			(34,180,670	)
Gross profit from continuing operations		4,220,244			19,838			869,199			-			5,109,281
Operating expenses		588,892			(8,940	)		(804,851	)		(2,031,506	)		(2,256,405	)
Income (loss) from operations		4,809,136			10,898			64,348			(2,031,506	)		2,852,876
Other expenses		(391,819	)		(19,990	)		(2,033	)		(5,673	)		(419,515	)
Income (loss) before income taxes		4,417,317			(9,092	)		62,315			(2,037,179	)		2,433,361
Provision for income taxes		(8,085	)		-			(17,486	)		-			(25,571	)
Net income (loss) from continuing operations	$	4,409,232		$	(9,092	)	$	44,829		$	(2,037,179	)	$	2,407,790

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Consolidated Balance Sheets Information

The tables below disaggregated the Consolidated Balance Sheets of the Company into FAMI, the former VIE and its subsidiaries, the WFOE that is the primary beneficiary of the former VIEs and an aggregation of other entities that are consolidated as of the fiscal years ended September 30, 2023 and 2022.

	As of September 30, 2023
	Other entities		WFOE that is		Former VIE
	that are		the primary		and its				Consolidated
	consolidated		beneficiary		subsidiaries		FAMI		total
Intercompany receivables	$	144,664,527	$	131,992,092	$	7,086,579	$	151,681,406		-
Current assets excluding intercompany receivables		138,871,675		353,985		18,841,671		103,844	$	158,171,175
Current assets	$	283,536,202	$	132,346,077	$	25,928,250	$	151,785,250	$	158,171,175
Investment in subsidiaries		-	$	37,712,692		-		-		-
Non-current assets excluding investment in subsidiaries	$	16,627,615		-	$	1,296		-	$	16,628,911
Non-current assets	$	16,627,615	$	37,712,692	$	1,296		-	$	16,628,911
Total assets	$	300,163,817	$	170,058,769	$	25,929,546	$	151,785,250	$	174,800,086
Intercompany payables	$	290,760,077	$	124,634,218	$	19,812,080	$	218,229		-
Current liabilities excluding intercompany payables		634,111		756,017		3,530,735		5,792,119	$	10,712,982
Current liabilities	$	291,394,188	$	125,390,235	$	23,342,815	$	6,010,348	$	10,712,982
Non-current liabilities	$	533,315	$	106,737		1,471,126		-	$	2,111,178
Total liabilities	$	291,927,503	$	125,496,972	$	24,813,941	$	6,010,348	$	12,824,160
Total shareholders' equity (net assets)	$	8,236,314	$	44,561,797	$	1,115,605	$	145,774,902	$	161,975,926

As of September 30, 2022

Other entities

WFOE that is

Former VIE

that are

the primary

and its

Consolidated

consolidated

SEC Form 424B5 filed by Farmmi Inc.