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 April 2022
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.:
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:
Adjournment of Annual Meeting of Shareholders held on April 15, 2022
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 April 15, 2022, at 10:00 A.M., Beijing time (10:00 P.M. ET on April 14, 2022). The AGM was convened to consider proposals (the “Proposals”), including the Ratification of the Auditor, Election of Directors, Share Consolidation, and Amendment of the Second Amended and Restated Memorandum and Articles, presented in the Notice of Annual Meeting of Shareholders dated March 7, 2022. 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 Second Amended and Restated Memorandum and Articles of Association (the “Second 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 April 22, 2022, at 10:00 A.M., Beijing time (10:00 P.M. ET on April 21, 2022), 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 March 4, 2022 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 Second M&AA provides, at Article 66, 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 66 of the Second 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.
FARMMI, INC. | ||
By: | /s/ Yefang Zhang | |
Name: | Yefang Zhang | |
Title: | Chief Executive Officer |
Dated: April 18, 2022