SEC Form 6-K filed by Farmmi Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

 the Securities Exchange Act of 1934

For the six months ended August 2025

 Commission File Number: 001-38397

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

Lishui, Zhejiang Province

People’s Republic of China 323000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:

Form 20-F ☒     Form 40-F ☐

Explanatory Note:

On August 4, 2025, Farmmi, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, an aggregate of 4,166,667 ordinary shares, par value $2.4 per share, (the “Ordinary Shares”) of the Company and Series C warrants (the “Warrants”) to purchase up to 8,333,334 Ordinary Shares (the “Warrant Shares”) in a private placement for gross proceeds of $10.0 million (the “Transaction”). The Company will use the proceeds from this offering for working capital and general corporate purposes.

Pursuant to the Securities Purchase Agreement, the Company will sell to the Purchasers an aggregate of 4,166,667 units at a purchase price of $2.4 per unit. Each unit consists of one Ordinary Share and two Warrants each to purchase one Ordinary Share. The Warrants will be exercisable upon issuance, will have an exercise price of $2.4 per share and will have a term of three years from the date of issuance. The exercise price and the number of Warrant Shares are subject to adjustment upon the occurrence of certain events, including stock dividends, share splits, business combination or similar recapitalization transactions.

These securities were offered pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. No placement agent was involved in the private placement. Each Purchaser understands that the securities offered in this offering have not been registered under the Securities Act and may not be sold absent registration or an applicable exemption from the registration requirements of the Securities Act. The Company expects to file a registration statement with the Securities and Exchange Commission to register the resale of the Ordinary Shares and the Warrant Shares underlying the Warrants sold in this offering.

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

The descriptions of the Securities Purchase Agreement and the Warrants set forth above are qualified in their entirety by reference to the full text of those documents, which are attached hereto as Exhibits 10.1 and 4.1, respectively.

Cautionary Note Regarding Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses the closing of the Private Placement and anticipated use of proceeds from the Private Placement. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs or projections will be achieved, and actual results may differ materially from what is expressed in, or indicated by, the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company, reference is made to the Company’s reports filed from time to time with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.