UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 6-K

~~REPORT~~Report OFof ~~FOREIGN~~Foreign ~~PRIVATE~~Private ~~ISSUER PURSUANT TO RULE 13a-16 OR 15d-16~~ Issuer

~~UNDER~~Pursuant ~~THE~~to ~~SECURITIES~~Rule ~~EXCHANGE~~13a-16 ~~ACT~~or OF15d-16 ~~1934~~of

the Securities Exchange Act of 1934

For the month of March 2025

Commission File Number: 001-38397

Farmmi, Inc. (~~Translation of registrant~~Registrant’s name ~~into English~~)

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

Lishui, Zhejiang Province

People’s Republic of China 323000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:

Form 20-F ☒

Form 40-F ☐

EXPLANATORY NOTE:

~~Equity~~As ~~Transfer~~previously ~~Agreement~~ reported, on February 25, 2025, shareholders of Farmmi, Inc. (the “Company”), at the annual general meeting of shareholders, approved proposals to: (a) effect a consolidation of the Company’s authorized shares, including issued and unissued shares, at the ratio of one-for-twelve (the “Share Consolidation”) such that following the Share Consolidation, the authorized share capital of the Company be changed to $100,000,000, divided into 41,666,667 ordinary shares of $2.40 par value each, and (b) increase the authorized share capital of the Company from $100,000,000 to $12,000,000,000, divided into 5,000,000,000 ordinary shares of $2.40 par value each (the “Share Capital Increase”).

OnReason ~~February~~for ~~28, 2024, Farmmi International Limited (“Farmmi International” or~~ the ~~“Buyer”),~~Share a wholly-owned subsidiary of Farmmi, Inc. (the “Company”), entered into an equity transfer agreement with MALONG LIMITED, a Hong Kong company (the “Seller”) to acquire a 45% equity of EWAYFOREST GROUP LIMITED (the “Target”), a Hong Kong company and a wholly owned subsidiary of the Seller. The Target owns 100% of the equity of Lishui Ganglisen Enterprise Management Co., Ltd, a Chinese company, which in turn owns 100% of the equity of Lishui Senbo Forestry Co., Ltd, a Chinese company (“Senbo Forestry”). Senbo Forestry is engaged in forestry management, improvement, planting and product sales. The Target had an appraised value of approximately RMB1.6 billion (approximately $220.2 million) as of December 31, 2024 based on an asset appraisal report issued by an independent third party appraisal firm. Consolidation

~~Pursuant to the agreement, Farmmi International would pay a total purchase price of RMB723,324,150 ($99,085,500) for 45% of the Target’s equity (the “Equity”).~~ The ~~parties~~Share ~~agreed~~Consolidation ~~that~~was ~~the~~effected ~~Buyer~~to ~~would~~enable ~~pay $35 million in cash and $35 million in~~ the ~~form~~Company ofto ~~accounts~~meet ~~receivable by March 31, 2025, with~~ the ~~remaining~~NASDAQ ~~purchase~~continued ~~price~~listing ofstandards ~~$29,085,500~~relating to ~~be settled by September 2025. The parties further agreed~~ the ~~date~~minimum onbid ~~which the Seller receives the first installment of the purchase~~ price ~~shall~~(with bewhich ~~deemed~~ the ~~closing~~Company ~~date~~was ofpreviously ~~the~~advised ~~transaction.~~it ~~Within~~was one month after receiving the first installment of the purchase price, the Seller shall complete the procedures for amending the Target’s articles of association and transferring the Equity. The Target is also required to have a twonon-~~member board of directors with one director appointed by each of the Buyer and the Seller~~compliant). ~~The agreement contains customary representations, warranties and covenants of the Buyer and the Seller, and is subject to certain customary closing conditions.~~

~~Exchange~~Effects ~~Agreement~~of the Share Consolidation

AsEffective ~~previously~~Date; ~~reported,~~Symbol; onCUSIP ~~July~~Number. ~~30,~~The ~~2024,~~Share ~~the~~Consolidation ~~Company~~will ~~issued~~be toeffected ~~Atlas~~with ~~Sciences,~~NASDAQ ~~LLC,~~Capital aMarket ~~Utah~~and ~~limited~~in ~~liability~~the ~~company~~marketplace at the open of business on March 17, 2025 (the “~~Lender~~Effective Date”), anwhereupon ~~unsecured~~the ~~promissory~~ordinary ~~note~~shares inwill ~~the~~begin ~~original~~trading ~~principal~~on ~~amount~~a ofsplit-adjusted ~~$5,355,000~~basis.00 (In connection with the ~~“Original~~Share ~~Note”)~~Consolidation, ~~pursuant~~the toCompany’s aordinary ~~note~~shares ~~purchase~~will ~~agreement~~continue ~~entered~~to ~~into~~trade on ~~July~~NASDAQ ~~30,~~Capital ~~2024~~Market ~~between~~under the ~~Lender~~symbol ~~and~~“FAMI” ~~the~~but ~~Company~~will trade under a new CUSIP Number, G33277149.

OnSplit ~~January~~Adjustment; ~~31,~~No ~~2025,~~Fractional ~~the~~Shares. ~~Company~~On ~~and~~ the ~~Lender~~Effective ~~entered into an exchange agreement~~Date, ~~pursuant to which~~ the ~~parties~~total ~~agreed~~number ~~to: (i) partition a new Promissory Note in the form~~ of the ~~Original~~Company’s ~~Note~~ordinary ~~(the~~shares ~~“Partitioned~~held ~~Note”)~~by ineach ~~the~~shareholder ~~original~~will ~~principal~~be ~~amount~~converted ofautomatically ~~$100,000.00~~into (the ~~“Exchange~~number ~~Amount”) from the Original Note; (ii) cause the outstanding balance~~ of ~~the~~whole ~~Original~~ordinary ~~Note~~shares ~~to be reduced by an amount~~ equal to ~~the Exchange Amount; and~~ (~~iii~~i) ~~exchange~~ the ~~Partitioned~~number ~~Note~~of ~~for~~issued ~~480,769~~and outstanding ordinary shares, ~~par~~held ~~value~~by ~~$0.20,~~such ofshareholder ~~the~~immediately ~~Company~~prior ~~(the “Exchange Shares”). The issuance of the Exchange Shares pursuant~~ to the ~~Exchange~~Share ~~Agreement was not registered under the Securities Act of 1933~~Consolidation, asdivided ~~amended~~by (~~the “Securities Act”~~ii), ~~and~~twelve ~~was effected pursuant to the exemption provided in Section 3~~(a12)~~(9) under the Securities Act~~.

~~The~~No ~~foregoing~~fractional ~~descriptions~~ordinary ofshares ~~the~~will ~~Equity~~be ~~Transfer~~issued ~~Agreement and the Exchange Agreement do not purport~~ to beany ~~complete~~shareholders ~~and are qualified~~ in ~~their~~connection ~~entirety~~with ~~by reference to~~ the ~~full~~Share ~~text of the agreements, copies of which are attached hereto as Exhibits 10~~Consolidation.1 ~~and~~The ~~10.2~~Company towill ~~this~~purchase, ~~Report~~redeem onor ~~Form~~otherwise ~~6-K~~acquire ~~and~~at ~~are~~market ~~incorporated~~value ~~herein~~any byfractional ~~reference~~shares.

Exhibit Number		Description of Exhibit
10.1		Equity Transfer Agreement dated February 28, 2025, by and between Farmmi International Limited and Malong Limited
10.2		Exchange Agreement dated January 31, 2025, by and between Atlas Sciences, LLC and Farmmi, Inc.

Non-Certificated Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.

Shareholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent, Transhare Corporation, at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Share Consolidation to each requesting shareholder. Please contact Transhare Corporation for further information, related costs and procedures before sending any certificates.

Transhare Corporation

17755 North US Highway 19 Suite 140

Clearwater, FL 33764

Tel: (303) 662-1112

Authorized Shares. At the time the Share Consolidation became legally effective, the Company’s authorized shares were consolidated at the ratio of one-for-twelve, and all 500,000,000 authorized shares with a par value of US$0.20, including all issued shares and unissued shares, were consolidated into 41,666,667 shares with a par value of US$2.40 each. After the Share Capital Increase and on the Effective Date, the Company is authorized to issue 5,000,000,000 ordinary shares of $2.40 par value each.

Capitalization. Prior to the Share Consolidation, there were 15,007,123 ordinary shares outstanding. On the Effective Date, approximately 1,250,500 ordinary shares will be outstanding (subject to redemptions of fractional shares).

~~SIGNATURE~~EXHIBIT INDEX

Exhibits No.		Description
99.1		Press release dated March 12, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Farmmi, Inc.
	FARMMI, INC.
Date: March 6, 2025	By:	/s/ Yefang Zhang
Date: March 12, 2025	By:	/s/ Yefang Zhang
		Yefang Zhang
	Name:	Yefang Zhang
		Chief Executive Officer
	Title:	Chief Executive Officer

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