Farmmi Discloses Nasdaq Bid-Price Notice and a Same-Day Debt-for-Shares Swap at About 12.7 Cents

by Adam Kowalczyk · August 13, 2026

Filings & Deals Reporter, The MicroCap Herald

Farmmi, Inc. used a single Form 6-K filed on August 12, 2026 to disclose two developments micro-cap investors tend to see arrive together: a Nasdaq listing deficiency and a fresh issuance of stock to settle debt. The company said it received a notification letter from Nasdaq dated August 11, 2026 advising that the closing bid price of its Class A ordinary shares had been below $1.00 for 30 consecutive business days, and separately disclosed that it had issued 1,581,027 Class A ordinary shares to a lender in exchange for a partitioned slice of an outstanding promissory note. The shares trade on the Nasdaq Capital Market under the symbol FAMI, and remained listed and trading as of Thursday.

The notice cites Nasdaq Listing Rule 5550(a)(2), the minimum bid price standard for Nasdaq Capital Market issuers. Two procedural rules are also cited: Rule 5810(b), which requires prompt public disclosure of a deficiency notification, and Rule 5810(c)(3)(A), which supplies the 180-day compliance period. Farmmi has an initial compliance period of 180 calendar days running to February 8, 2027, and must record a closing bid price of at least $1.00 for a minimum of ten consecutive business days inside that window. In its accompanying August 12 press release, Farmmi stated that "the notification has no immediate effect on the listing of the Company's Class A ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker 'FAMI'."

The company also noted the standard escape valve: if it has not regained compliance by February 8, 2027, it may be eligible for a second 180-day period provided it meets Nasdaq's continued listing requirement for market value of publicly held shares and the other initial listing standards for the Nasdaq Capital Market except the bid price requirement, and notifies the exchange in writing of an intention to cure the shortfall, including by effecting a reverse stock split. On the split option the company is specific: "If the Company chooses to implement a reverse stock split, it must complete the reverse split no later than ten business days prior to February 8, 2027 in order to regain compliance." That pulls the practical deadline forward into late January.

The second item in the filing is the more immediately dilutive one. Farmmi said that on August 11, 2026 it entered into an exchange agreement with Atlas Sciences, LLC under which the lender partitioned $200,000 out of a promissory note originally issued on July 30, 2024 with a principal amount of $5,355,000. On August 12 the company issued 1,581,027 Class A ordinary shares to satisfy the partitioned note. The filing states that the issuance was made pursuant to the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended — an exemption covering securities exchanged by an issuer with its existing security holders, which generally yields free-trading shares in the recipient's hands.

Farmmi did not state a per-share price for the exchange, nor how much of the original $5,355,000 note remains outstanding. Dividing the $200,000 partitioned amount by the 1,581,027 shares issued implies roughly $0.1265 per share, close to where the stock had just been trading: StockTitan recorded a closing price of $0.1286 for August 12, 2026, the day the shares were issued. Markets were open and Farmmi was trading when this article was published; no Thursday closing price exists yet.

Sizing the dilution precisely is harder than it should be, because data providers do not agree on Farmmi's share count. StockTitan listed approximately 37.4 million shares outstanding alongside its August 12 quote, while stockanalysis.com showed 13.87 million, on a page last updated August 1, 2026 — a figure that appears not to reflect this year's raises. For context, Farmmi's own March 2025 consolidation announcement put the immediate post-consolidation count at roughly 1.25 million shares, and the disclosed 2026 issuances alone total more than 25 million shares before any warrant exercise. The 6-K discloses no post-issuance total. This publication cannot reconcile the two vendor figures from primary disclosure, and any percentage-of-shares-outstanding calculation for this issuance should be treated as unreliable until the company files an updated count.

What is documented is a heavy 2026 financing cadence. A Form 6-K filed June 22, 2026 disclosed a securities purchase agreement dated June 16, 2026 for the registered direct sale of 16,571,429 Class A ordinary shares at $0.35 per share, for gross proceeds of about $5.8 million earmarked for working capital and general corporate purposes. A separate 6-K filed July 6, 2026 disclosed an underwritten shelf takedown that closed June 30, 2026: 7,000,000 Class A ordinary shares at $0.25 plus pre-funded warrants for 5,000,000 ordinary shares at $0.24999, each carrying a $0.00001 exercise price and immediately exercisable, for roughly $3.0 million gross. Aegis Capital Corp. acted as sole underwriter with an over-allotment option covering up to 1,800,000 additional shares. Both came off Farmmi's Form F-3 shelf, File No. 333-280348, declared effective June 27, 2024. Laid end to end, the price ladder is the story: $0.35 in mid-June, $0.25 at the end of June, an implied $0.1265 in August — each issuance struck below the last, which is the mechanical pattern behind the bid-price problem Nasdaq has now put in writing.

A caution for anyone modeling this name: every figure above is stated on a post-consolidation basis. Farmmi announced a 1-for-12 share consolidation on March 12, 2025, effective March 17, 2025, after shareholders approved it at an annual general meeting on February 25, 2025. It had previously completed a 1-for-25 consolidation announced May 27, 2022 and effective May 31, 2022. Per-share data pulled from older filings or unadjusted charts is on a different basis and cannot be compared with current figures.

Farmmi is simultaneously pursuing an acquisition that would itself be paid in stock. On August 4, 2026 it announced a framework agreement to acquire 100% of the equity interests in Four Seasons Holding Group Brazil Ltda, an agricultural supply chain and trading business based in Chapecó, Santa Catarina, dealing in soybeans, sugar, chicken, beef and related products. No purchase price was disclosed; Farmmi said the final acquisition price will be determined by the fair valuation of the target's equity interests conducted by a qualified independent valuation firm, and that it intends to pay in Class A ordinary shares, with the number of shares and other terms to be set in subsequent definitive documents. The framework is not a binding final contract and remains conditional on due diligence, the independent valuation and execution of definitive agreements.

The risks are stacked and should be stated plainly. Dilution is the central one: continued reliance on Section 3(a)(9) exchanges means further partitions of the same $5,355,000 note could be settled in stock without a new registration statement, at whatever price prevails when they occur, and the company has not disclosed the remaining balance. Pre-funded warrants for 5,000,000 shares carrying a $0.00001 exercise price sit outstanding and can be exercised at essentially no further cost. A stock-funded Brazil acquisition would add issuance on top of that. The bid-price deficiency carries genuine delisting risk if it is not cured by February 8, 2027 or within any second compliance period, and a reverse split changes the share count, not enterprise value. Liquidity is thin — market data providers put Farmmi's market capitalisation in the single-digit millions of dollars — and the float is small relative to the volume of newly issued stock, so exit liquidity for a holder is limited. On the operating side, data providers including StockTitan and stockanalysis.com show fiscal 2025 revenue of about $28 million against a net loss of roughly $53 million; the August 12 Form 6-K contains no going-concern discussion, and this publication was unable to verify from primary filings whether Farmmi's auditors have raised substantial doubt about its ability to continue as a going concern. Readers should check the company's annual report on Form 20-F directly rather than assume either way.

Watch for an updated share count in Farmmi's next periodic disclosure, for further partition-and-exchange 6-Ks referencing the July 2024 note, for a definitive agreement or abandonment of the Brazil framework, and for whether a reverse split proposal goes to shareholders ahead of the February deadline. This article is a report of disclosed facts, not a recommendation to buy, sell or hold any security, and nothing in it is investment advice.