Farmmi Discloses Nasdaq Bid-Price Deficiency Seventeen Months After Its Last 1-for-12 Consolidation

by Jonas Halvorsen · August 16, 2026

Companies Reporter, The MicroCap Herald

Farmmi, Inc. (Nasdaq: FAMI), a Lishui-based supplier of dried edible mushrooms and other agricultural products, disclosed on Wednesday, August 12, 2026 that it had received a deficiency notification from Nasdaq the previous day for failing to maintain the exchange's $1.00 minimum bid price. The company announced the notice in a press release distributed through PR Newswire at 4:30 p.m. Eastern on August 12, after the close of regular trading.

The release states that the notice is dated August 11, 2026, and that it was triggered because the closing bid price of the company's Class A ordinary shares had been below $1.00 for 30 consecutive business days. The provisions cited in the release are Nasdaq Listing Rule 5550(a)(2), the continued-listing bid price standard, together with Rules 5810(b) and 5810(c)(3)(A).

The mechanics are set out in that second rule. Rule 5810(c)(3)(A), as it appears in Nasdaq's current online rulebook, provides that "a failure to meet the continued listing requirement for minimum bid price shall be determined to exist if the deficiency continues for a period of 30 consecutive business days. Upon such failure, the Company shall be notified promptly and shall have a period of 180 calendar days from such notification to achieve compliance." The same rule provides that "compliance can be achieved during any compliance period by meeting the applicable standard for a minimum of 10 consecutive business days during the applicable compliance period, unless Staff exercises its discretion to extend this 10 day period."

Counting 180 calendar days forward from August 11, 2026 lands on Sunday, February 7, 2027, and the company's release gives the compliance deadline as February 8, 2027 — the following Monday. The release also states that any reverse stock split undertaken to cure the deficiency must be completed no later than ten business days prior to that deadline. The release does not print a calendar date for that earlier step, and the Herald is not supplying one.

On its plan, Farmmi said, in full and verbatim: "The Company is monitoring the trading price of its Class A ordinary shares and evaluating options to regain compliance with the minimum bid price requirement, including by effecting a reverse stock split, if necessary." No ratio, no timetable and no alternative remedy are named in the release.

The release further states that if Farmmi has not regained compliance by the February deadline, it may be eligible for an additional 180 calendar day grace period, provided it satisfies Nasdaq's other continued-listing requirements and gives the exchange written notice of how it intends to cure the deficiency. The release does not say which Nasdaq market tier the shares are listed on, and the Herald could not confirm the tier from an exchange source. This report makes no claim as to whether Farmmi is listed on The Nasdaq Capital Market or the Global Market, and nothing above should be read as implying one.

On price: the shares last closed at $0.1280 on Friday, August 14, 2026, according to stockanalysis.com, whose quote page stamps the figure "At close: Aug 14, 2026, 4:00 PM EDT". Barchart's quote page shows the same last price of $0.1280 and the same 52-week range of $0.1180 to $2.0500. US markets have not traded since that bell. A third provider's page carried a different and undated quote, which the Herald has set aside in favour of the two figures that agree with each other and carry an explicit close stamp.

The daily history at stockanalysis.com, rounded to two decimals, shows closes of $0.16 on August 10, $0.17 on August 11, $0.13 on August 12 and $0.13 on August 13. The decline on August 12 happened in a session that ended before the company issued its release at 4:30 p.m. that afternoon, and the Herald is not attributing that move to the disclosure.

That price level matters because of a further provision in the same rule. Rule 5810(c)(3)(A)(iii), as it appears in the current rulebook, reads: "Notwithstanding the foregoing, a failure to meet the continued listing requirement for minimum bid price shall be determined to exist if a Company's security has a closing bid price of $0.10 or less for ten consecutive business days." Older standalone rulebook documents carry a narrower version of this subparagraph, framed as operating only during a compliance period and counting trading days rather than business days; the text quoted here is the current one. On the closes stockanalysis.com displays, no session was at or below $0.10. The stock is above that threshold, not at it, and nothing in the record reviewed indicates the provision has been triggered.

A note on the rule text itself, because the version matters. The Nasdaq rulebook page carrying the 5800 series shows an amendment stamp of July 22, 2026 under SR-NASDAQ-2026-004, and the wording of Rule 5810(c)(3)(A) there differs from the standalone rulebook PDF whose text applies to companies first notified of non-compliance on or after September 1, 2020. Separately, the Securities and Exchange Commission approved a Nasdaq rule change addressing the reverse-split provisions of this rule on January 17, 2025 (SR-NASDAQ-2024-045, Release No. 34-102245); that document is an approval order, not a notice of a proposed change. Every rule passage quoted in this report is taken from the current rulebook text, not from any pending proposal.

This is not Farmmi's first consolidation. In a press release dated March 12, 2025, the company announced a 1-for-12 share consolidation effective March 17, 2025, undertaken, it said, "to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq". That release put the pre-consolidation count at 15,007,123 ordinary shares outstanding and the post-consolidation count at approximately 1,250,500. Dividing 15,007,123 by twelve gives 1,250,593.6, so the company's figure is the rounded approximation it presents itself as; no fractional shares were carried through. Authorized shares were reduced by the same ratio, from 500,000,000 to 41,666,667.

The share count has moved a long way since, and every figure that follows is on the post-March-2025 basis. Farmmi's notice of annual general meeting, filed with the SEC as Exhibit 99.1 and dated May 6, 2026, states that as of the April 20, 2026 record date there were 13,864,730 Class A ordinary shares and 1,791 Class B ordinary shares outstanding, or 13,866,521 in total. Dividing 13,864,730 by the approximately 1,250,500 shares left immediately after the consolidation gives about 11.1 — roughly eleven times the post-consolidation count, thirteen months later. The comparison is not exactly like for like: the March 2025 release described a single class of ordinary shares, while the record-date figures are split across two classes. The same document confirms that dual-class structure, with Class A shares carrying one vote each and Class B shares fifty votes each.

That May proxy also asked shareholders for fresh consolidation authority. Proposal four sought approval for one or more share consolidations "each at a ratio of not less than one (1)-for-five (5) and not more than one (1)-for-two-hundred-fifty (250)", with the exact ratio and the effective date left to the board within two years of the resolution. The same proposal provides that "the aggregate ratio across all such Share Consolidations shall not exceed one (1)-for-two-hundred-fifty (250) or such lower cap as imposed by Nasdaq at the time of implementation". A subsequent Form 6-K reporting the May 28, 2026 meeting results is summarised by StockTitan as showing the proposal carried, but the Herald was unable to open that filing on EDGAR and is therefore not publishing the vote tallies or the turnout. Whether the authority is now in hand should be treated as reported but unconfirmed here.

The upper end of that authorised range runs into another line of the rulebook. Rule 5810(c)(3)(A)(iv) provides that "if a Company's security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A)." Two things follow from the dates. Farmmi's 1-for-12 became effective March 17, 2025, more than a year before the August 11, 2026 notice, so the one-year limb does not appear to bear on the compliance period the company has now been given. And combining that 1-for-12 with a further split effective before March 17, 2027 would produce a cumulative ratio of twelve times the new ratio: 1-for-20 gives 240-to-1, and 1-for-21 gives 252-to-1. On that arithmetic a new ratio of 1-for-21 or wider would put the two-year cumulative figure at or above 250-to-1. What the rule attaches to that is ineligibility for a compliance period on a future bid-price failure, not a bar on the split itself. The Herald is presenting this as arithmetic from two sourced inputs, not as a forecast of what the board will choose or of how the exchange will act.

For scale at the other end of the range: at the August 14 close of $0.1280, a consolidation would need to raise the nominal price roughly eightfold to reach $1.00, before any market reaction. A 1-for-8 ratio would fall inside the authorised band and would leave the two-year cumulative figure at 96-to-1. Nothing in any document reviewed indicates which ratio, if any, the board is contemplating.

Farmmi filed a second Form 6-K on August 12, 2026. StockTitan's summary describes it as covering both the Nasdaq notice and a debt-for-equity exchange with a lender effected under Section 3(a)(9) of the Securities Act of 1933. The Herald could not open that filing on EDGAR and is not printing the note amount, the exchange amount or the number of shares issued: a third-party summary is not the filing, and those figures could not be checked against the document itself. The exchange is reported by that summary and is unverified here.

On the current share count the providers do not agree, and the Herald is adopting none of them as current. stockanalysis.com and Barchart both show approximately 13.87 million shares outstanding and a market capitalisation of about $1.77 million — figures consistent with the April 2026 record-date count, and therefore with a share register that would not reflect any August issuance. StockTitan's stock-data panel shows a float of 28.92 million and a market capitalisation of $6.26 million, neither of which can be reconciled with a 13.87 million share count at Friday's close. The Herald is reporting that discrepancy rather than resolving it.

The risks are the ones the documents support and no more. Farmmi is presently non-compliant with a Nasdaq continued-listing standard and faces delisting if it does not cure the deficiency within the periods the rules allow. A reverse split, if effected, would reduce the share count without changing the underlying business, and the company's own record over the past seventeen months shows that a consolidation can be followed by substantial re-issuance of shares. The $0.10 provision in Rule 5810(c)(3)(A)(iii) and the cumulative-ratio provision in Rule 5810(c)(3)(A)(iv) are the two lines of the rule that bear most directly on Farmmi's position. Nothing in the material reviewed asserts anything about the company's solvency or the condition of its business, and this report makes no claim about either. The date to mark is February 8, 2027 for the compliance deadline, with any curative reverse split required, per the company's release, to be completed no later than ten business days before it.