农米良品美股招股说明书(2026-06-17版)

Prospectus Supplement(To Prospectus dated June 27, 2024) 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” orShares”), 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 arranfunds 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 500,000,0ordinary shares of $0.000,000,010 per share (the “Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares havrights except for voting and conversion rights as set forth in our amended and restated memorandum and articles of association, as amended and restatedto time (the “Memorandum and Articles of Association”). In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shentitled 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 eaOrdinary 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 tone-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 Sharesoutstanding. The Company’s Class A Ordinary Shares trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “FAMI”. On June 15, 2026, the laprice of the Class A Ordinary Shares on Nasdaq was $1.36 per share. Table of Contents As of the date of this prospectus supplement, the aggregate market value of our outstanding voting and non-voting common equity held by nowas $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 sh$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 anthe 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 owe conduct our operations through our subsidiaries in China and United States. The securities offered in this offering are of the offshore holdingFarmmi, Inc., which owns equity interests, directly or indirectly, of the operating subsidiaries. This holding structure involves unique risks to investorsPRC government could disallow our holding company structure, which would result in a material change in our operations and the value of such secusignificantly decline or become worthless. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 20Report, which is incorporated by reference into this prospectus supplement. Unless otherwise stated, as used in this prospectus supplement and in thedescribing our operations and consolidated financial information, “Farmmi” “we,” “us,” “Company,” or “our” refers to Farmmi, Inc, a Cayman Islandand “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. Tgovernment may intervene or influence the operation of our PRC operating entities and exercise significant oversight and discretion over the condbusiness and may intervene in or influence their operations at any time, or may exert more control over offerings conducted overseas and/or foreign invChina-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 tgovernment to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could slimit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly deworthless. See “Item 3. Key Information—D. Risk Factor — Risks Related to Doing Business in China” in our 2025 Annual Report, which is incorreference into this prospectus supplement. Recently the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in China with litnotice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecu