农米良品美股招股说明书(2026-06-29版)

PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated June 27, 2024) Class A Ordinary SharesPre-Funded Warrants to PurchaseClass A Ordinary SharesClass A Ordinary Shares Issuable Upon Exercise of Pre-Funded Warrants Farmmi, Inc. We are offeringClass A ordinary shares, par value $0.000,000,010 per share (the “Class A Ordinary Shares” or “Ordinary Sharepre-funded warrants to purchase up toOrdinary Shares, or Pre-Funded Warrants, pursuant to this prospectus supplement and the accprospectus. The public offering price is $per Ordinary Shareand $per Pre-Funded Warrant (which equals the per share public purchase pOrdinary Shares of $less the $0.00001 exercise price for each such Pre-Funded Warrant). Each Pre-Funded Warrant will be exercisable for onShare. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised ioffering also relates to the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants offered hereby. The Company’s Class A Ordinary Shares trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “FAMI”. On June 26, 2026, the laprice of the Class A Ordinary Shares on Nasdaq was $1.22 per share. As of the date of this prospectus supplement, the Company is authorized to issue 4,500,000,000 Class A Ordinary Shares and 500,000,0ordinary shares of par value $0.000,000,010 per share (the “Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Sharsame rights except for voting and conversion rights as set forth in our amended and restated memorandum and articles of association, as amended afrom time to time (the “Memorandum and Articles of Association”). In respect of matters requiring a vote of all shareholders, each holder of ClassShares 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) voClass B Ordinary Share held. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time at the option of the holder thereofor-one basis. As of June 26, 2026, the Company had 30,434,077 Class A Ordinary Shares and 3,873 Class B Ordinary Shares issued and outstanding. Table of Contents As of June 26, 2026, the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was $45.3 mion 30,434,077 Class A Ordinary Shares, of which 30,433,975 Class A Ordinary Shares are held by non-affiliates, and a per share price of $1.49 baclosing sale price of our Class A Ordinary Shares on Nasdaq on May 21, 2026. During the previous 12 calendar months prior to and including theprospectus supplement, we have sold $5,800,000 of our securities pursuant to General Instruction I.B.5 of Form F-3. We are a Cayman Islands exempted company and are not a Chinese operating company. As a holding company with no material operations of oconduct our operations through our subsidiaries in China and the 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 annuaForm 20-F for the fiscal year ended September 30, 2025 (the “2025 Annual Report”), which is incorporated by reference into this prospectus supplemotherwise stated, as used in this prospectus supplement and in the context of describing our operations and consolidated financial information, “Fa“Company,” “we,” “us” or “our” refers to Farmmi, Inc, a Cayman Islands company, and “PRC Subsidiaries” refer to our subsidiaries incorporated iChina. We will also refer to all of our subsidiaries as the “Subsidiaries.” We are subject to legal and operational risks associated with being based in or having the majority of the company’s operations in China. Tgovernment may intervene or influence the operation of our PRC operating subsidiaries 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 Doin