Current Report Filing (8-k)
April 23 2020 - 4:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
April
22, 2020
Date
of Report (Date of earliest event reported)
iFresh
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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|
001-38013
|
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82-066764
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(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2-39
54th Avenue
Long Island City, NY
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11101
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (718) 628-6200
N/A
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $0.0001
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IFMK
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Nasdaq Capital Market
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, 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 13(a) of the Exchange Act. ☐
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
April 22, 2020, iFresh Inc. (the “Company”) consummated the transactions contemplated by the Purchase Agreement (the
“Acquisition Agreement”) entered into with Kairui Tong and Hao Huang (collectively, the “Sellers”) and
Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd. (collectively, the “Target Companies”),
pursuant to which the Company acquired 100% equity interests in the Target Companies in exchange for the issuance in the aggregate
of 3,852,372 shares of common stock of the Company and 1,000 shares of the Company’s Series B Convertible Preferred Stock
(the “Series B Preferred Stock”) to the Sellers resulting in Target Companies becoming indirect wholly-owned subsidiaries
of the Company.
Item
3.02. Unregistered Sales of Equity Securities.
As
described in Item 2.01, on April 22, 2020, the Company issued in the aggregate of 3,852,372 shares of common stock of the Company
and 1,000 shares of the Company’s Series B Convertible Preferred Stock to the Sellers. The common stock and Preferred Stock
was issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public
offering.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure relating to the filing of a certificate of designation creating the Preferred Stock is incorporated by reference from
Item 1.01 of this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(b)
Pro Forma Financial Information.
The
pro forma financial information required by Item 9.01(b) is filed herewith.
(d)
Exhibits.
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 hereunto duly authorized.
Dated:
April 23, 2020
iFRESH,
INC.
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|
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By:
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/s/
Long Deng
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Name:
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Long
Deng
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Title:
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Chief
Executive Officer
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2
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