Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
July 16 2021 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of July 2021
Commission File Number: 001-38397
Farmmi, Inc.
(Registrant’s name)
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.:
Indicate by check mark if the registrant is submitting
the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Explanatory Note:
Adjournment of Annual Meeting of Shareholders
held on July 15, 2021
This current report on Form 6-K was submitted in connection with
the adjournment of the annual general meeting (the “AGM”) held by Farmmi, Inc. (the “Company”) on July 15, 2021,
at 10:00 A.M., Beijing time (10:00 P.M. ET on July 14, 2021). The AGM was convened to consider proposals (the “Proposals”),
including increasing the authorized share capital of the Company and approving the Company’s the Second Amended and Restated Memorandum
and Articles of Association, presented in the Notice of Annual Meeting of Shareholders dated June 8, 2021. The Notice of Annual Meeting
of Shareholders is also available on the Company’s website at http://ir.farmmi.com.cn/.
The AGM was adjourned by the Company due to the low voting rate of
the Company’s ordinary shares. The Company’s First Amended and Restated Memorandum and Articles of Association (the “First
M&AA”) provides, at Article 64, that “No business shall be transacted at any meeting unless a quorum is present at the
time when the meeting proceeds to business. Members holding not less than an aggregate of one-third in nominal value of the total issued
voting shares in the Company entitled to vote upon the business to be transacted, shall be a quorum.” Members holding less than
an aggregate of one-third in nominal value of the total issued voting shares in the Company were present. Therefore, a quorum was not
present. Accordingly, the Company adjourned the AGM.
The Company will reconvene the AGM to decide on the Proposals on July
22, 2021, at 10:00 A.M., Beijing time (10:00 P.M. ET on July 21, 2021), as determined by the board of directors of the Company.
Proxies which have been received would remain valid for the adjourned AGM. Holders of the Company’s ordinary shares whose names
are on the register of members of the Company at the close of business on June 7, 2021 are entitled to attend the adjourned AGM.
Shareholders who wish, but have not yet, cast their votes may do so by returning the Form of Proxy for Annual Meeting of Shareholders
distributed in connection with the AGM.
The Company’s First M&AA provides, at Article 65, that “If
a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases
to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned
and shall reconvene on the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors
may determine, and if at the reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting to
commence, the Members present shall be a quorum.” As a foreign private issuer, the Company has elected to follow the practice of
Cayman Islands, its home country, as set out in Article 65 of the First M&AA. Therefore, if at the reconvened meeting a quorum is
not present within half an hour, the shareholders present will be a quorum.
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.
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FARMMI, INC.
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By:
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/s/ Yefang Zhang
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Name:
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Yefang Zhang
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Title:
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Chief Executive Officer
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Dated: July 16, 2021
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