SCHEDULE: S.H.N. Financial Investments Reports 9.99% Stake in Farmmi, Inc.

S.H.N. Financial Investments Ltd. has disclosed a beneficial ownership of 9.99% in Farmmi, Inc.'s Class A Ordinary Shares, primarily through shares and pre-funded warrants.

Summary

• S.H.N. Financial Investments Ltd. has filed a Schedule 13G, indicating it beneficially owns 4,154,720 shares of Farmmi, Inc. Class A Ordinary Shares.
• This holding represents 9.99% of the class of securities outstanding as of June 30, 2026.
• The reported ownership includes 3,700,000 Class A Ordinary Shares and 454,720 Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation.
• An additional 1,845,280 Pre-Funded Warrants are held, also subject to the same limitation, but not included in the current beneficial ownership calculation.
• The total number of Class A Ordinary Shares outstanding used for this calculation is 37,434,077.
• Nir Shamir, CEO of S.H.N. Financial Investments Ltd., may be deemed to beneficially own these securities but disclaims beneficial ownership for all purposes other than Rule 13d-3.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral; it's a standard disclosure of a significant passive investment stake rather than an indicator of immediate company performance or strategic shifts.

Positives

• S.H.N. Financial Investments Ltd. has acquired a significant stake, nearing the 10% threshold, in Farmmi, Inc., suggesting confidence in the company's prospects.
• The filing clearly delineates the components of ownership, including both ordinary shares and pre-funded warrants, providing transparency.

Negatives

• The beneficial ownership is capped at 9.99%, indicating a deliberate strategy to avoid triggering higher disclosure requirements or potential regulatory scrutiny associated with greater control.
• The large number of pre-funded warrants held by S.H.N. Financial Investments Ltd. could represent future dilution if exercised, depending on Farmmi, Inc.'s share price performance.

Risks

• The 9.99% beneficial ownership limitation on both owned shares and warrants suggests a strategic decision to avoid crossing a threshold that might imply control or require more extensive reporting.
• Future exercise of the substantial number of pre-funded warrants could lead to dilution of existing shareholders' equity if not accompanied by a corresponding increase in the company's market capitalization.

Future Outlook

The filing does not contain forward-looking statements or guidance from Farmmi, Inc. It solely reports the ownership stake of S.H.N. Financial Investments Ltd.

Management Comments

• Nir Shamir, Chief Executive Officer of S.H.N. Financial Investments Ltd., states: 'To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.'
• The certification by S.H.N. Financial Investments Ltd. states: 'the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11.'

Industry Context

StockSavvy.ai notes that Schedule 13G filings are common for institutional investors and significant shareholders who acquire more than 5% of a company's stock. This filing indicates S.H.N. Financial Investments Ltd. is a substantial passive investor in Farmmi, Inc., a company operating in the agricultural products sector.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding a significant shareholder's stake, which could influence market perception. The potential for future dilution from warrant exercises is a consideration.
• Management of Farmmi, Inc.: The presence of a substantial passive investor like S.H.N. Financial Investments Ltd. is noted, with the investor disclaiming any intent to influence control.
• Regulatory Bodies: The filing adheres to SEC disclosure requirements for significant beneficial ownership.

Next Steps

• S.H.N. Financial Investments Ltd. will continue to monitor its beneficial ownership percentage in Farmmi, Inc., ensuring it remains at or below the 9.99% limitation.
• Farmmi, Inc. will continue its operations as disclosed in its prospectus and other public filings.

Key Dates

Keywords

Farmmi, Inc., Schedule 13G, S.H.N. Financial Investments Ltd., Class A Ordinary Shares, Pre-Funded Warrants, Beneficial Ownership, Securities Filing, Investment Holding