As filed with the Securities and Exchange Commission on April 28, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Farmmi, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 5149 | Not Applicable | ||
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Fl 1, Building No. 1, 888 Tianning Street, Liandu District
Lishui, Zhejiang Province
People’s Republic of China 323000
+86-0578-82612876 — telephone
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
CT Corporation System
28 Liberty St.
New York, NY 10005
+1-212-894-8940 — telephone
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Anthony W. Basch, Esq. Xiaoqin Li, Esq. Kaufman & Canoles, P.C. Two James Center, 14th Floor 1021 East Cary Street Richmond, VA 23219 +1-804-771-5700 — telephone +1-888-360-9092 — facsimile |
Darrin M. Ocasio, Esq. Sichenzia Ross Ference LLP 1185 Avenue of Americas, 31st Floor New York, NY 10036 +1-212-930-9700 — telephone +1-212-930-9725 — facsimile |
Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-255387)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
| Title of each Class of Securities to be Registered |
Proposed
Maximum Aggregate Offering Price(1)(2) |
Amount of
Registration Fee(3) |
||||||
| Ordinary Shares, par value $0.001 per share | $ | 8,050,000 | $ | 878.255 | ||||
| Total | $ | 8,050,000 | $ | 878.255 | ||||
| (1) | The registrant previously registered securities at an aggregate offering price not to exceed $40,250,000 on a Registration Statement on Form F-1 (File No. 333-255387), which was declared effective on April 28, 2021 (the “Prior Registration Statement”). In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $8,050,000 is hereby registered, which includes shares issuable upon exercise of the underwriter’s overallotment option to purchase additional shares and does not include the securities that the registrant previously registered on the Prior Registration Statement. |
| (2) | Includes the price of additional ordinary shares that the underwriter has the option to purchase to cover overallotments, if any. |
| (3) | Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum aggregate offering price. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional ordinary shares, par value $0.001 per share, of Farmmi, Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form F-1 (File No. 333-255387) (the “Prior Registration Statement”), which the Commission declared effective on April 28, 2021, and is being filed solely for the purpose of increasing the aggregate offering price of ordinary shares to be offered in the public offering by $8,050,000, which includes additional shares that may be sold pursuant to the underwriter’s option to purchase additional ordinary shares. The additional ordinary shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in Prior Registration Statement. The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for the following, which are filed herewith.
* Filed herewith
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement or Amendment thereto on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lishui, Zhejiang Province, the PRC on April 28, 2021.
| FARMMI, INC. | ||
| By: | /s/ Yefang Zhang | |
| Name: | Yefang Zhang | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration Statement or Amendment thereto on Form F-1.
| SIGNATURE | TITLE | DATE | ||
| /s/ Yefang Zhang | Chief Executive Officer and Chairwoman of Board of Directors | April 28, 2021 | ||
| Yefang Zhang | (Principal Executive Officer) | |||
| /s/ Jun Zhou | Chief Financial Officer | April 28, 2021 | ||
| Jun Zhou | (Principal Accounting and Financial Officer) | |||
| /s/ Shangzhi Zhang | Authorized Representative in the United States | April 28, 2021 | ||
| Shangzhi Zhang | ||||
| * | Director | April 28, 2021 | ||
| Zhengyu Wang | ||||
| * | Director | April 28, 2021 | ||
| Ningfang Liang | ||||
| * | Director | April 28, 2021 | ||
| Hongdao Qian | ||||
| * | Director | April 28, 2021 | ||
| Hui Ruan |
| *By: | /s/ Yefang Zhang |
|
Name: Yefang Zhang Attorney-in-fact |
EXHIBIT INDEX
* Filed herewith
Exhibit 5.1
|
Farmmi, Inc. Fl 1, Building No. 1, 888 Tianning Street Liandu District Lishui, Zhejiang Province People’s Republic of China 323000 |
Our Ref: RBS/DPM/16074-30576
|
28 April 2021
Dear Sirs
Farmmi, Inc. – Issuance of Ordinary Shares
We have acted as Cayman Islands legal advisers to you, Farmmi, Inc. (the "Company"), a Cayman Islands exempted company, in connection with the Company’s offering (the “Offering”) of an aggregate offering price of up to US$48,300,000 of ordinary shares with par value of US$0.001 per share in the capital of the Company (the “Shares”). The Shares will be issued and sold under the Company’s registration statement on Form F-1 (File No. 333-255387) (the "Prior Registration Statement"), filed with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the "Act"), and a registration statement on Form F-1 that is to be filed with the Commission pursuant to Rule 462(b) of Regulation C promulgated under the Act (the “Rule 462(b) Registration Statement” and together with the Prior Registration Statement, the “Registration Statement”) as to which this opinion letter is filed as an exhibit.
| 1 | Assumptions |
| 1.1 | The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy of the Resolutions, the Director’s Certificate and the Certificate of Good Standing (each as defined below). We have also relied upon the following assumptions, which we have not independently verified: |
| 1.2 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate; |
| 1.3 | All signatures, initials and seals are genuine; |
| 1.4 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions expressed herein; |
| 1.5 | The Shares to be offered and issued by the Company pursuant to the Letter of Engagement (as defined below) and the Registration Statement (the “Documents”) will be issued by the Company against payment in full, in accordance with the Documents and be duly registered in the Company’s register of members; |
| 1.6 | The A&R Memorandum and Articles (as defined below) remain in full force and effect and are unamended; |
| 1.7 | The Resolutions and were duly passed in the manner prescribed in the A&R Memorandum and Articles and the resolutions contained in the Resolutions are in full force and effect at the date hereof and have not been amended, varied or revoked in any respect; |
| 1.8 | The authorised shares of the Company as set out in the A&R Memorandum and Articles have not been amended; |
| 1.9 | That the validity and binding effect under the laws of the United States of America of the Registration Statement; |
| 1.10 | The transactions contemplated under the Documents comply with the requirements of the applicable rules of the Nasdaq Stock Market; |
| 1.11 | The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the shareholders and directors (or any committee thereof) (duly convened in accordance with the then effective A&R Memorandum and Articles of the Company) and all resolutions passed at the meetings, or passed by written consent as the case may be; |
| 1.12 | That there is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations under the Documents or which materially affect, amend or vary the transactions contemplated by the Registration Statement. |
| 2 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents and such other documents or instruments as we deem necessary:
| 2.1 | A copy of the Prospectus which forms part of the Registration Statement; |
| 2.2 | A copy of the Company’s certificate of incorporation issued by the Registrar of Companies on 28 July 2015; |
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| 2.3 | A copy of the statutory registers of directors of the Company as maintained at its registered office in the Cayman Islands, certified as true by a director on 24 March 2021; |
| 2.4 | A copy of the Memorandum of Association and Articles of Association of the Company as adopted by the Company by a special resolution of the shareholders on 7 December 2017 as amended by a resolution of shareholders dated 12 September 2020 and certified as true pursuant to the Director’s Certificate (the "A&R Memorandum and Articles"); |
| 2.5 | A copy of the Certificate of Good Standing of the Company issued by the Registrar of Companies dated 22 March 2021 (the "Certificate of Good Standing"); |
| 2.6 | A copy of the written resolutions of the board of directors of the Company dated 6 April 2021 (the "Resolutions"); |
| 2.7 | A copy of the letter of engagement dated 30 March 2021 issued by Aegis Capital Corp. and acknowledged by the Company pursuant to which to Aegis Capital Corp. would serve as the Company’s underwriter (the “Letter of Engagement”); |
| 2.8 | A copy of the director’s certificate issued by a director of the Company in our favour on 28 April 2021 (the “Director’s Certifiacte”); and |
| 2.9 | The records of proceedings of the Company on file with, and available for inspection on 28 April 2021, at the Grand Court of the Cayman Islands. |
| 3 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | The issue and allotment (as applicable) of the Shares has been duly authorised, and when allotted, issued and paid for as contemplated as described in the Registration Statement and the Documents as applicable, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
| 4 | Qualifications |
| 4.1 | We make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion. |
| 4.2 | In this opinion, the phrase "non-assessable" means, with respect to the Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
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| 4.3 | To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
We hereby consent to filing of this opinion as an exhibit to the Registration Statement and to the reference to us as Cayman Islands counsel under the headings "Legal Matters" and "Enforcement of Civil Liabilities" and elsewhere in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Yours faithfully | |
| /s/ Campbells | |
| Campbells | |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-1 (“Registration Statement”) filed pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated January 29, 2021, relating to the consolidated financial statements of Farmmi, Inc. included in its annual report (Form 20-F) for the year ended September 30, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Friedman LLP
New York, New York
April 28, 2021