6-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of August 2020

Commission File Number: 001-38397

Farmmi, Inc.

(Registrant’s name)

No. 307, Tianning Industrial Area

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  x 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:

On August 7, 2020, the Registrant filed a Report on Form 6-K to provide a proxy statement and a proxy card for its 2020 Annual Meeting of Shareholders, which will be held on September 12, 2020, at 10:00 A.M., local time (10:00 P.M. ET on September 11, 2020). The Registrant is filing this Report on Form 6-K/A to provide a supplement to the proxy statement and an amended proxy card to add a proposal to increase its authorized share capital.

Exhibits No.	Description
99.1	Proxy Statement for 2020 Annual Shareholder Meeting
99.2	Supplement to Proxy Statement for 2020 Annual Shareholder Meeting
99.3	Amended Proxy Card

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.
Date: August 27, 2020	By:	/s/ Yefang Zhang
	Name:	Yefang Zhang
	Title:	Chief Executive Officer

EX-99.2

Exhibit 99.2

SUPPLEMENT TO NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

FARMMI, INC.

This supplement (the "Proxy Supplement") to the proxy statement (the "Proxy Statement") dated August 7, 2020, relates to the meeting of shareholders (the "Meeting") of Farmmi, Inc. ("we", "us", "our", or the "Company") to be held at 10:00 A.m., Beijing Time, on September 12, 2020 (10:00 p.m., Eastern Time, on September 11, 2020) at Room 1803, 18F, Kaidi Ginza, 29 Jiefang East Road, Jianggan District, Hangzhou City, Zhejiang Province 310016, People’s Republic of China. Terms used but not defined in this Proxy Supplement have the meanings ascribed to them in the Proxy Statement.

The purpose of the Proxy Supplement is to amend and supplement the Proxy Statement to add the following item of business, which is more completely set forth in the accompanying Supplement:

(4) To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“RESOLVED, as an ordinary resolution:

THAT the authorized share capital of the Company is hereby increased from US$20,000 divided into 20,000,000 ordinary shares of US$0.001 par value each to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value each.”

This supplement to the notice and the Proxy Supplement are first being mailed to shareholders on or about August 27, 2020.

By order of the Board of Directors,

/s/ Yefang Zhang

Yefang Zhang

Chairwoman

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Supplement to Notice and Proxy Supplement to shareholders are available at http://ir.farmmi.com.cn/. 

PROPOSAL FOUR

INCREASE OF AUTHORIZED SHARE CAPITAL

(ITEM 4 ON THE AMENDED PROXY CARD)

General

The board of directors of the Company (the “Board”) believes that it is in the best interest of the Company and its shareholders to increase the Company’s authorized share capital. On August 27, 2020, the Board approved to submit a proposal to the shareholders to increase the authorized share capital of the Company from US$20,000 divided into 20,000,000 ordinary shares of US$0.001 par value each to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value each.

The Board is hereby soliciting shareholder approval to increase the Company’s authorized share capital by voting on the following Proposal No. 4:

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“RESOLVED, as an ordinary resolution:

THAT the authorized share capital of the Company is hereby increased from US$20,000 divided into 20,000,000 ordinary shares of US$0.001 par value each to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value each.”

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR this proposal. If our shareholders approve this proposal, the Company will file the resolution with the Cayman Islands Registrar of Companies as soon as practical.

Votes Required

Proposal 4.  The approval of increasing the Company’s share capital requires that a majority of the votes cast at the Meeting be voted “For” the proposal. A properly executed amended proxy card marked “Abstain” with respect to this proposal will not be voted.

WE RECOMMEND THAT YOU VOTE FOR INCREASING THE COMPANY’S AUTHORIZED SHARE CAPITAL. 

Please vote your shares as soon as possible using the amended proxy card enclosed with this Proxy Supplement if you would like to change your vote or if you have not voted yet. The amended proxy card enclosed with this Proxy Supplement differs from the original proxy card previously furnished to you in that the amended proxy card includes the increase of authorized share capital as an additional Proposal No. 4. If you have already returned your original proxy card, your votes will be recorded unless you submit a subsequent amended proxy card or otherwise revoke your prior proxy prior to the Meeting. We encourage you to submit the amended proxy card. If you return, or have returned, an original proxy card, your proxy will remain valid for all of the other proposals. If you have voted your shares on line, you can login again and vote on the additional Proposal No. 4. PLEASE NOTE THAT IF YOU SUBMIT A NEW AMENDED PROXY CARD IT WILL REVOKE ALL PRIOR PROXY CARDS, SO IT IS IMPORTANT TO INDICATE YOUR VOTE ON EACH PROPOSAL ON THE NEW AMENDED PROXY CARD.

If your shares are held in the name of a bank, broker or other nominee, follow the voting instructions on the form you receive from your bank, broker or other nominee.

You may revoke your proxy at any time before it is voted at the Meeting by executing a later-voted proxy by mail, by voting by ballot at the Meeting, or by providing written notice of the revocation to our Secretary at our principal executive offices.

This Proxy Supplement should be read together with the matters set forth in the Proxy Statement.

If you have any questions or need assistance voting your shares or if you would like additional copies of the proxy materials or if you have questions about the Proposal No. 4, you should contact us at the following address and telephone number:

Secretary

Farmmi, Inc.

No. 307, Tianning Industrial Area

Lishui, Zhejiang Province

People’s Republic of China 323000

+86-0571-875555801

EX-99.3

Exhibit 99.3

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Supplement to Notice, Proxy Statement, Proxy Supplement and the Annual Report are available at http://ir.farmmi.com.cn/.

FARMMI, INC.

Annual Meeting of Shareholders

September 12, 2020

10:00 A.M., Beijing Time

(10:00 P.M., Eastern Time, on September 11, 2020)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF

DIRECTORS OF FARMMI, INC.

The undersigned shareholder(s) of Farmmi, Inc. (the “Company”), hereby appoint(s) Yefang Zhang, Jun Zhou or ________________ as proxy, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual meeting of shareholders of the Company to be held on September 12, 2020, at 10:00 A.M., Beijing Time (September 11, 2020, at 10:00 P.M., Eastern Time), at Room 1803, 18F, Kaidi Ginza, 29 Jiefang East Road, Jianggan District, Hangzhou City, Zhejiang Province 310016, People’s Republic of China, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all as set forth in the notice of annual meeting and in the proxy statement furnished herewith.

THIS AMENDED PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS AMENDED PROXY CARD WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES UNDER PROPOSAL NO. 1, “FOR” FOR PROPOSALS NO. 2, NO. 3 AND NO. 4.

Continued and to be signed on reverse side

FARMMI, INC.

VOTE BY INTERNET

www.transhare.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 PM, Eastern Time, September 10, 2020. Have your amended proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically in future years. □

Email Address: ________________________________________

VOTE BY EMAIL:

Please email your signed amended proxy card to Anna Kotlova at bizsolaconsulting@gmail.com.

VOTE BY FAX

Please fax your signed amended proxy card to 1.727. 269.5616.

VOTE BY MAIL

Mark, sign and date your amended proxy card and return it in the postage-paid envelope we have provided or return it to Anna Kotlova, Transhare Corporation, 2849 Executive Dr, Suite 200, Clearwater FL 33762.  

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

THIS AMENDED PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommend voting FOR the nominees and FOR Proposals 2 through 4.

		FOR	AGAINST	ABSTAIN
1.	Ordinary Resolution THAT the following individuals be elected as Directors.
	Yefang Zhang	¨	¨	¨
	Zhengyu Wang	¨	¨	¨
	Ningfang Liang	¨	¨	¨
	Hongdao Qian	¨	¨	¨
	Hui Ruan	¨	¨	¨

2. Ordinary Resolution THAT Friedman LLP be appointed as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020. ¨ ¨ ¨

3. Such other business as may properly come before the meeting or any adjournment thereof. ¨ ¨ ¨

4. Ordinary Resolution THAT the authorized share capital of the Company be increased from US$20,000 divided into 20,000,000 ordinary shares of US$0.001 par value each to US$200,000 divided into 200,000,000 ordinary shares of US$0.001 par value each. ¨ ¨ ¨

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Date (mm/dd/yyyy) – Please write date below. Signature 1 – Please keep signature within the box. Signature 2 – Please keep signature within the box. (Joint Owner)