SEC Form SC 13G filed by Farmmi Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Farmmi, Inc.

(Name of Issuer)

Ordinary shares, par value $0.20 per share

(Title of Class of Securities)

KYG332771313

(CUSIP Number)

August 22, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.

(a) Name of Issuer

Farmmi, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices

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

Lishui, Zhejiang Province

People’s Republic of China 323000

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

(d) Title of Class of Securities

Ordinary shares, par value $0.20 per share, of the Issuer (the “Ordinary Shares”).

(e) CUSIP Number

KYG332771313

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a) and (b):

(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on August 22 2024 (the “SPA”) (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on August 27, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 803,000 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 9.9% of the Ordinary Shares, based on (1) 7,245,786 Ordinary Shares outstanding prior to the execution of the SPA as reported to the Reporting Persons by the Issuer, plus (2) 803,000 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes 803,000 Ordinary Shares issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (the “Intracoastal Warrant”) because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,606,000 Ordinary Shares.

(ii) As of the close of business on August 30, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 560,867 Ordinary Shares issuable upon exercise of the Intracoastal Warrant, and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 4.99% of the Ordinary Shares, based on (1) 7,245,786 Ordinary Shares outstanding prior to the execution of the SPA as reported to the Reporting Persons by the Issuer, plus (2) 3,433,167 Ordinary Shares issued at the closing of the transaction contemplated by the SPA and (3) 560,867 Ordinary Shares issuable upon exercise of the Intracoastal Warrant. The foregoing excludes 242,133 Ordinary Shares issuable upon exercise of the Intracoastal Warrant because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 803,000 Ordinary Shares.

(c) Number of shares as to which each Reporting Person has:

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 30, 2024