As filed with the Securities and Exchange
Commission on April 23, 2018.
Registration
No. 333-224141
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IFRESH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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82-066764
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2-39 54th Avenue
Long Island City, NY 11101
(718) 628-6200
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Long Deng
Chief Executive Officer
2-39 54th Avenue
Long Island City, NY 11101
(718) 628-6200
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Telephone: (212) 407-4000
Facsimile: (212) 407-4990
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this registration statement as determined by the Registrant.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, 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, please check the following box and lit 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(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 registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, please check the following box.
☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, please check the following box.
☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if smaller
reporting company)
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Smaller reporting company
x
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Emerging growth company
x
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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 7(a)(2)(B) of the Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of each Class of Security being Registered
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Amount being
Registered
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Proposed Maximum
Offering Price Per
Security
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Proposed Maximum
Aggregate Offering
Price
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Amount of Registration Fee
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Common Stock, $0.0001 par value per share (2)
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(3)(4)
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(3)
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(3)
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(3)
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Preferred Stock, $0.0001 par value per share (2)
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(3)(4)
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(3)
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(3)
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(3)
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Debt securities (2)
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(3)(4)
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(3)
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(3)
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(3)
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Warrants (2)
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(3)(4)
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(3)
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(3)
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(3)
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Subscription rights (2)
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(3)(4)
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(3)
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(3)
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(3)
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Units (2)
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(3)(4)
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(3)
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(3)
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(3)
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Total (1)
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$
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50,000,000
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$
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6,225.00
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(5)
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(1) This registration statement includes $50,000,000 of securities
which may be issued by the registrant from time to time in indeterminate amounts and at indeterminate times. Securities registered
hereunder may be sold separately, together or as units with other securities registered hereunder
(2) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).
(3) Not required to be included in accordance with General Instruction
II.D. of Form S-3 under the Securities Act.
(4) Subject to footnote (1), there is also being registered
hereunder such indeterminate amount of securities (including shares or other classes of the registrant’s stock that may be
issued upon reclassification of unissued, authorized stock of the registrant) as may be issued in exchange for or upon conversion
of, as the case may be, the other securities registered hereunder. No separate consideration will be received for any securities
registered hereunder that are issued in exchange for, or upon conversion of, as the case may be, such other securities.
(5) Previously paid.
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Prospectus
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Subject to Completion,
Dated April 23, 2018
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IFRESH, INC.
$50,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Subscription Rights
Units
We may offer and sell, from time to time in one or more offerings,
any combination of common stock, preferred stock, debt securities, warrants, subscription rights or units having a maximum aggregate
offering price of $50,000,000. When we decide to sell a particular class or series of securities, we will provide specific terms
of the offered securities in a prospectus supplement.
The prospectus supplement may also add, update or change information
contained in or incorporated by reference into this prospectus. However, no prospectus supplement shall offer a security that is
not registered and described in this prospectus at the time of its effectiveness. You should read this prospectus and any prospectus
supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus,
carefully before you invest. This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus
supplement relating to the offered securities.
Our common stock is traded on The NASDAQ Capital Market under
the symbol “IFMK.” Each prospectus supplement will contain information, where applicable, as to our listing on The
NASDAQ Capital Market or any other securities exchange of the securities covered by the prospectus supplement.
These securities may be sold directly by us, through dealers
or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan of
Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities
in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which
this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus supplement.
The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
The aggregate market value of our outstanding voting and nonvoting
common equity held by non-affiliates is approximately $22 million. We have not offered any securities pursuant to General Instruction
I.B.6 of Form S-3 during the prior 12 month calendar period that ends on, and includes, the date of this prospectus.
Investing in our securities involves various risks. See
“Risk Factors” on page 8 for more information on these risks. Additional risks, if any, will be described in the prospectus
supplement related to a potential offering under the heading “Risk Factors”. You should review that section of the
related prospectus supplement for a discussion of matters that investors in such securities should consider.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus
or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this Prospectus is April
___, 2018
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under
this shelf registration process, we may offer from time to time securities having a maximum aggregate offering price of $50,000,0000.
Each time we offer securities, we will prepare and file with the SEC a prospectus supplement that describes the specific amounts,
prices and terms of the securities we offer. The prospectus supplement also may add, update or change information contained in
this prospectus or the documents incorporated herein by reference. You should read carefully both this prospectus and any prospectus
supplement together with additional information described below under the caption “Where You Can Find More Information.”
This prospectus does not contain all the information provided
in the registration statement we filed with the SEC. For further information about us or our securities offered hereby, you should
refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find More
Information.”
You should rely only on the information contained or incorporated
by reference in this prospectus or any prospectus supplement. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not
an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information
we have previously filed with the SEC and incorporated by reference, is accurate as of the date of those documents only. Our business,
financial condition, results of operations and prospects may have changed since those dates.
We may sell securities through underwriters or dealers, through
agents, directly to purchasers or through any combination of these methods. We and our agents reserve the sole right to accept
or reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will prepare and file with
the SEC each time we offer securities, will set forth the names of any underwriters, agents or others involved in the sale of securities,
and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”
Unless otherwise mentioned or unless the context requires otherwise,
when used in this prospectus, the terms “iFresh”, “Company”, “we”, “us”, and “our”
refer to iFresh, Inc. and its subsidiaries.
PROSPECTUS
SUMMARY
The following summary, because it is a summary, may not contain
all the information that may be important to you. This prospectus incorporates important business and financial information about
the Company that is not included in, or delivered with, this prospectus. Before making an investment, you should read the entire
prospectus and any amendment carefully. You should also carefully read the risks of investing discussed under “Risk Factors”
and the financial statements included in our other filings with the SEC, including in our most recent Quarterly Report on Form
10-Q for the quarter and nine months ended December 31, 2017, which we filed with the SEC on February 14, 2018 and our Annual Report
on Form 10-K for the fiscal year ended March 31, 2017, which we filed with the SEC on June 29, 2017. This information is incorporated
by reference into this prospectus, and you can obtain it from the SEC as described below under the headings “Where You Can
Find Additional Information About Us” and “Incorporation of Certain Documents by Reference.”
We will provide to each person, including any beneficial owner,
to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus
but not delivered with the prospectus. You may request a copy of these filings, excluding the exhibits to such filings which we
have not specifically incorporated by reference in such filings, at no cost, by writing us at the following address: 2-39 54th
Avenue, Long Island City, NY 11101, Attn: Secretary of the Company.
The
Offering
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the “SEC”) utilizing a shelf registration process. Under this shelf
registration process, we may sell any combination of:
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debt securities, in one or more series;
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warrants to purchase any of the securities listed above;
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subscription rights; and/or
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units consisting of one or more of the foregoing.
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in one or more offerings up to a total dollar amount of $50,000,000.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of that specific offering and include a discussion
of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together
with the additional information described under the heading “Where You Can Find Additional Information About Us.”
Our
Company
General
We were formerly a special purpose company incorporated under
the laws of the Cayman Islands on September 23, 2014 under the name E-Compass Acquisition Corp. (“E-Compass”) in order
to serve as a vehicle for the acquisition of an operating business in the e-commerce and consumer retail industry. On February
10, 2017, pursuant to the terms of a merger agreement, dated as of July 25, 2016 (the “Merger Agreement”), through
a series of transactions, we merged with our wholly owned subsidiary to reincorporate into Delaware and then acquired NYM Holding,
Inc.(“NYM”), and as a result, NYM became our direct wholly-owned subsidiary (the “Transactions”).
We, through our wholly owned subsidiary, NYM, are a fast growing
Asian/Chinese grocery supermarket chain in the North Eastern U.S. providing food and other merchandise hard to find in mainstream
grocery stores. Since NYM was formed in 1995, it has targeted the Chinese and other Asian populations (collectively, the “Asian
Americans”) in the U.S. with a deep cultural understanding of its consumers’ unique consumption habits. iFresh currently
has eight retail supermarkets across New York, Massachusetts and Florida, with over 6,862,000 sales transactions in the fiscal
year ended March 31, 2017. In addition to retail supermarkets, iFresh operates two in-house wholesale businesses, Strong America
Inc. (“Strong America”) and New York Mart Group (“NYMG”), that offer more than 6,000 wholesale products
and service to iFresh retail supermarkets and over 1,000 external customers including wholesale stores, retail supermarkets and
restaurants. iFresh has a stable supply of food from farms in New Jersey and Florida, ensuring reliable supplies of popular vegetables,
fruits and seafood. iFresh’s wholesale businesses and long term relationships with various farms insulate iFresh from supply
interruptions, allowing it remain competitive even during difficult markets.. Our principal executive offices are located at 2-39
54th Avenue, Long Island City, NY 11101. Our telephone number is (718) 628-6200. Our website is located at http://www.ifreshmarket.com.
Stores and Operation
iFresh offers well-assorted, high-quality and globally-sourced
food products in its stores, with a special focus on perishable categories and hard-to-find products important to its target customers.
Store Layout
We believe that iFresh’s cultural advantage is unique
in comparison with its mainstream peers. iFresh’s ability to identify, source, merchandise and market differentiated Asian
and Chinese products that sharply meet the need of its target customers are critical to its success. Its centralized merchandising
team rigorously rotates, updates and re-evaluates its existing merchandise offerings and regularly tests new products in retailing
stores to excite its customers and to better understand customer preference. iFresh maintains a consistent flow of new products
in its stores and keeps its product assortment fresh and relevant.
iFresh plans to use consistent decoration across all stores
to emphasis iFresh’s brand and evoke a feeling of trustworthiness and consistent high-quality. It puts special focus on seafood
and produce because their price and quality are key determining factors of Chinese or Asian customers’ shopping experience.
Perishables in aggregate make up approximately 60% of store selling space on average. To optimize usage of available space, iFresh
places popular items such as bok choy, lychee, longyan in most noticeable areas, and prices them competitively to attract customer
traffic. The idea is to adopt a standardized product display with flexible arrangements customized to the shopping habits of local
consumers.
iFresh has a significant focus on perishable product categories
which include vegetables, seafood, fruit, meat and prepared foods. In fiscal year ended on March 31, 2017, the perishable categories
contributed approximately 64% to iFresh’s total net sales, similar to 60.2% for the year ended March 31, 2016, in alignment
with the space occupancy of perishables. iFresh’s focus on perishables came from its years of research and analysis of target
customer’s shopping preferences. This also echoed well with conclusions given in Nielsen report that Asian and Chinese Americans
prefer to buy fresh and shop for seafood and vegetables most often.
With respect to non-perishables, iFresh has over 6,600 grocery
products on shelf ranging from cooking utensils, canned foods, Chinese and Asian seasonings and spices, to domestic and imported
snacks. With a small-box format, iFresh is highly selective in its grocery offerings and is flexible enough to remove unprofitable
or poor-selling items quickly. 95% of iFresh’s imported groceries are sourced from China, Thailand and Taiwan to meet the
diverse demand of not only Chinese Americans but targeted customers originated from east and south-east Asia. In fiscal year ended
on March 31, 2017, the non-perishable grocery category contributed approximately 36% to iFresh’s total Net Sales and realized
a markup of 29% on average for the year ended March 31, 2017.
Management and sale of Perishables
Vegetables
— All iFresh stores receive deliveries
of vegetables every day and are required to sell out all vegetables on daily basis. iFresh discounts its vegetables after 7:00
p.m., which significantly lowers the storage cost and worn-and-torn rate and improves profitability. In addition, to lower the
worn-out rate of green-leaf vegetables due to customer rummage, iFresh usually packs and sells such vegetables in bags. iFresh
also displays and sells different kinds of vegetables according to their characteristics. For example, Chinese yams need to be
displayed on wood shreds to keep them fresh, while winter melons are typically sold in pieces due to their large size.
Seafood —
As an established procedure, in-house
merchants of iFresh collect live seafood from wharfs and markets at midnight on a daily basis. The purchases are immediately distributed
to all retailing stores via iFresh’s in-house cold chain systems in which hibernation technology keeps seafood alive and
ensures their freshness and high-quality. iFresh discounts remaining stock after 7pm, to make space for new deliveries, reduce
storage costs and maintain its standard for freshness and quality.
Meat
—
Since iFresh can sell more body parts
of an animal than a mainstream grocery store, the sales it generates from a whole pig, chicken or cattle are much higher than that
of mainstream groceries, which leads to higher margin in meat and meat products sales.
Fruit
—
Almost all of the iFresh’s
unique fruit species are seasonal offerings and the quality and price are decisive to customer traffic during high season. Financially,
the unique fruit species are sold at higher unit prices and generally offer higher profit margins. iFresh benefits from its long-standing
relationship with farm vendors to stay competitive in high seasons and enjoy better sourcing price and higher profit margin from
fruit sales.
Hot Food
— Hot food options vary among iFresh’s
different store locations. iFresh provides prepared Chinese cuisines which require specific cooking utensils and are thus not easily
made at home by customers, such as Char Siu, qingtuan, roasted duck, roasted goose, as well as an assortment of dim sums. In addition,
iFresh adjusts its hot food offerings periodically based on the responses from customers. As a commitment to freshness and quality,
all prepared food in iFresh are made and sold on a daily basis. Leftovers are sold at a discount after 7:00 p.m.
Pricing Strategy
In general, iFresh’s pricing strategy is to provide premium
products at reasonable prices. iFresh believes pricing should be based on the quality of products and the shopping experience rather
than promotional pricing to drive sales. Its goal is to deliver a sense of value to and foster a relationship of trust with its
target and loyal customers.
iFresh adopts different pricing strategies for different food
categories. For best sellers such as seafood and core produce such as swimming shrimp and bok choy, iFresh prices competitively
and aims to attract consumer traffic. For groceries and dry foods which are usually imported and have a long shelf life, iFresh
prices at a premium (average markup of 40%). Due to changes in market conditions and seasonal supply, iFresh’s pricing for
seafood and produce are more volatile when compared with other categories. Despite the effects of seasonality, iFresh is able to
maintain competitive pricing even in high seasons thanks to its long-standing relationship with its farm partners.
Marketing and advertising
iFresh believes its unique offerings, competitive price of popular
produce, and word-of–mouth are major drivers of store sales. Apart from word-of-mouth, iFresh advertises using in-store tastings,
in-store weekly promotion signage, cooking demonstrations and product sampling. iFresh also promotes its stores on its official
website, uses an electronic newsletter, and/or inserts sales flyers in local Chinese newspapers or magazines on a monthly or weekly
basis. iFresh’s online business is marketed mainly on its official website and on WeChat, the most widely-used mobile social
app among Chinese immigrations. As of the fiscal years ended March 31, 2017and 2016, iFresh recognized $533,536 and $572,885 for
marketing and advertising expenses, respectively. Overall, iFresh utilized a mixed marketing and advertising methods to enhance
iFresh brand and sales, to regularly communicate with its target customers and to strengthen its ability to market new and differentiated
products.
Store Staffing and Operations
iFresh adopts a systematic approach to support operations and
the sustainable development of stores. The comprehensive support includes, but is not limited to, employee training and scheduling,
store design, layout, product sourcing and inventory management systems, especially focusing on perishables. The support enables
iFresh to lower worn-and-tear rate, to enhance operating margins and profit and to help build iFresh’s image of a Chinese
supermarket chain committed to freshness and high-quality.
Each iFresh retail supermarket is operated with high autonomy.
A store manager oversees the general operation and an assistant manager is also appointed to assist the supervision. To ensure
expertise in management and high quality of offerings, department managers are also appointed by category at each store. The department
managers in each store generally include a vegetable manager, a fruit manager, a seafood manager, a meat manager, a grocery manager
and a hot food manager. Since a department manager shoulders the detailed management for the specific category he or she is in
charge of, he or she is commonly experienced in this category or has been with iFresh for years and exhibited superior performance.
As a group, the store manager and store department managers help to ensure the quality of iFresh’s offerings.
Competition
Food retail is a large and highly competitive industry, but
we believe that the market participants in the Chinese supermarket industry, a niche market are highly fragmented and immature.
Currently, iFresh faces competition from smaller or dispersed competitors focusing on the niche market of Chinese and other Asian
consumers. However, with the rapid growth of the Chinese and other Asian population and their consumption power, other competitors
may also begin operating in this niche market in the future. Those competitors include: (i) national conventional supermarkets,
(ii) regional supermarkets, (iii) national superstores, (iv) alternative food retailers, (v) local foods stores, (vi) small specialty
stores, and (vii) farmers’ markets.
Properties
Our headquarters has been located in Long Island City since
1999. The head office is leased at current market rate from a real estate company in which our Chief Executive Officer, Long Deng,
has a significant equity interest. The headquarter and the attached warehouse spaces are located in a desirable area in New York
City’s up and coming Hunters Point neighborhood . The space can be easily rented to or sold to any third party if not used
by us. All of our retail supermarkets lease operating space from various third parties with which we maintain long-term leases
averaging approximately 11.9 years. Five of the ten current leases have remaining periods of at least 10 years; and the rest five
current leases come with a renewal option ranging from 10 to 20 years. New York Mart Group rents 20,000 square feet of storage
from third parties, while Strong America rents 60,000 square feet of storage from a real estate company in which Long Deng, iFresh’s
Director, Chief Executive Officer and Chief Operating Officer, has a significant equity and control.
Employees
As of March 31, 2017, we had approximately 480 employees, 435
of whom are full-time employees and the remaining 55 of whom work part-time. We have 60 employees who have worked for it for 10
years or more. Our employees are not unionized nor, to our knowledge, are there any plans for them to unionize. We have never experienced
a strike or significant work stoppage. iFresh regards its employee relations to be good.
RISK
FACTORS
Investing in our securities involves risk. The prospectus supplement
applicable to a particular offering of securities will contain a discussion of the risks applicable to an investment in iFresh
and to the particular types of securities that we are offering under that prospectus supplement. Before making an investment decision,
you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and
the risks described in our most recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together
with all of the other information appearing in or incorporated by reference into this prospectus and any applicable prospectus
supplement, in light of your particular investment objectives and financial circumstances. Our business, financial condition or
results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline
due to any of these risks, and you may lose all or part of your investment.
USE
OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the securities covered by this prospectus for general corporate purposes, which
may include, but is not limited to, working capital, capital expenditures, research and development expenditures and acquisitions
of new businesses. The precise amount, use and timing of the application of such proceeds will depend upon our funding requirements
and the availability and cost of other capital. Additional information on the use of net proceeds from an offering of securities
covered by this prospectus may be set forth in the prospectus supplement relating to the specific offering.
RATIO
OF EARNINGS TO FIXED CHARGES
Not applicable to smaller reporting companies.
DESCRIPTIONS
OF THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in this prospectus,
together with any applicable prospectus supplement, summarize all the material terms and provisions of the various types of securities
that we may offer. We will describe in the applicable prospectus supplement relating to a particular offering the specific terms
of the securities offered by that prospectus supplement. We will indicate in the applicable prospectus supplement if the terms
of the securities differ from the terms we have summarized below. We will also include in the prospectus supplement information,
where applicable, material United States federal income tax considerations relating to the securities.
We may sell from time to time, in one or more offerings:
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shares of our common stock
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shares of preferred stock;
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debt securities, in one or more series;
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warrants to purchase any of the securities listed above;
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Subscription rights; and/or
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units consisting of one or more of the foregoing.
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This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
Capital
Stock
General
The following description of common stock and preferred stock,
together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and
provisions of the common stock and preferred stock that we may offer under this prospectus, but it is not complete. For the complete
terms of our common stock and preferred stock, please refer to our articles of incorporation, as may be amended from time to time,
and our bylaws, as amended from time to time. The Delaware General Corporation Law may also affect the terms of these securities.
While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer,
we will describe the specific terms of any series of these securities in more detail in the applicable prospectus supplement. If
we so indicate in a prospectus supplement, the terms of any common stock we offer under that prospectus supplement may differ from
the terms we describe below.
As of April 2, 2018, our authorized capital stock consists of
1,000,000 shares of preferred stock, $0.0001 par value per share, none of which is issued and outstanding; and 100,000,000 shares
of common stock, $0.0001 par value per share, of which 14,220,547 shares are issued and outstanding.
The authorized and unissued shares of our common stock and preferred
stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or
the rules of The NASDAQ Capital Market, or any stock exchange on which our securities may be listed at such time. Unless approval
of our stockholders is so required, our board of directors will not seek stockholder approval for the issuance and sale of our
common stock or preferred stock.
Common Stock
Each outstanding share of common stock
is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the
stockholders.
Holders of our common stock:
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have equal ratable rights to dividends from funds legally available therefore, if declared by the Board of Directors;
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(ii)
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are entitled to share ratably in all our assets available for distribution to holders of common stock upon our liquidation, dissolution or winding up;
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(iii)
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do not have preemptive, subscription or conversion rights; and
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are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of our stockholders.
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The holders of shares of our common stock
do not have cumulative voting rights, which means that the holder or holders of more than fifty percent (50%) of outstanding shares
voting for the election of directors can elect all of our directors if they so choose and, in such event, the holders of the remaining
shares will not be able to elect any of the our directors.
Our common stock is listed on The NASDAQ Capital Market under
the symbol “IFMK.” The transfer agent and registrar for our common stock is Continental Stock Transfer and Trust Company,
17 Battery Place, New York, New York 10004.
Preferred Stock
Our board of directors is authorized to issue up to the total
of 1,000,000 shares of preferred stock, without any further action by the stockholders. Our board of directors may also divide
the shares of preferred stock into series and fix and determine the relative rights and preferences of the preferred stock, such
as the designation of series and the number of shares constituting such series, dividend rights, redemption and sinking fund provisions,
liquidation and dissolution preferences, conversion or exchange rights and voting rights, if any. Issuance of preferred stock by
our board of directors will result in such shares having dividend and/or liquidation preferences senior to the rights of the holders
of our common stock and could dilute the voting rights of the holders of our common stock. Once designated by our board
of directors, each series of preferred stock will have specific financial and other terms that will be described in a prospectus
supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference
to the documents that govern the preferred stock. These include our articles of incorporation, as amended, and any certificates
of designation that our Board of Directors may adopt. Prior to the issuance of shares of each series of preferred stock, the board
of directors is required by the Delaware General Corporation Law and our articles of incorporation to adopt resolutions and file
a certificate of designations with the Secretary of State of the State of Delaware. The certificate of designations fixes for each
class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not
limited to, some or all of the following:
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the number of shares constituting that series and
the distinctive designation of that series, which number may be increased or decreased (but not below the number of shares then
outstanding) from time to time by action of the board of directors;
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the dividend rate and the manner and frequency of
payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date;
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whether that series will have voting rights, in addition
to any voting rights provided by law, and, if so, the terms of such voting rights;
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whether that series will have conversion privileges,
and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events
as the board of directors may determine;
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whether or not the shares of that series will be redeemable,
and, if so, the terms and conditions of such redemption;
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whether that series will have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
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whether or not the shares of the series will have
priority over or be on a parity with or be junior to the shares of any other series or class in any respect;
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the rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if
any, of payment of shares of that series; and
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any other relative rights, preferences and limitations
of that series.
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All shares of preferred stock offered hereby will, when issued,
be fully paid and non-assessable, including shares of preferred stock issued upon the exercise of preferred stock warrants or subscription
rights, if any.
Although our board of directors has no intention at the present
time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of such series,
impede the completion of a merger, tender offer or other takeover attempt.
Debt
Securities
The following description, together with the additional information
we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we
may offer under this prospectus. While the terms we have summarized below will generally apply to any future debt securities we
may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail
in the applicable prospectus supplement. The terms of any debt securities we offer under a prospectus supplement may differ from
the terms we describe below. As of the date of this prospectus, we have no outstanding registered debt securities.
We will issue senior notes under a senior indenture, which we
will enter into with the trustee to be named in the senior indenture. We will issue subordinated notes under a subordinated indenture,
which we will enter into with the trustee to be named in the subordinated indenture. We have filed forms of these documents as
exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to
both the senior indenture and the subordinated indenture.
The indentures will be qualified under the Trust Indenture Act
of 1939. References to the Trust Indenture Act of 1939 include all amendments thereto. We use the term “debenture trustee”
to refer to either the senior trustee or the subordinated trustee, as applicable.
The following summaries of material provisions of the senior
notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions
of the indenture applicable to a particular series of debt securities, and all supplements thereto. We urge you to read the applicable
prospectus supplements related to the debt securities that we sell under this prospectus, as well as the complete indentures that
contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior and the subordinated indentures
are identical.
General
The terms of each series of debt securities will be established
by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in an officers’
certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation as to aggregate
principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. In addition, the particular
terms of each series of debt securities will be described in a prospectus supplement relating to such series, including any pricing
supplement. The prospectus supplement will set forth, among other things:
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the principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding;
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any limit on the amount that may be issued;
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whether or not we will issue the series of debt securities in global form and, if so, the terms and who the depositary will
be;
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whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is
not a U.S. person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;
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the annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin
to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates;
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the terms of the subordination of any series of subordinated debt, if applicable;
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the place where payments will be payable;
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restrictions on transfer, sale or other assignment, if any;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of
debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption
provisions;
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the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund
provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency
or currency unit in which the debt securities are payable;
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whether the indenture will restrict our ability and/or the ability of our subsidiaries to, among other things:
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incur additional indebtedness;
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issue additional securities;
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pay dividends and make distributions in respect of our capital stock and the capital stock of our subsidiaries;
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place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;
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make investments or other restricted payments;
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sell or otherwise dispose of assets;
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enter into sale-leaseback transactions;
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engage in transactions with stockholders and affiliates;
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issue or sell stock of our subsidiaries; or
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effect a consolidation or merger;
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whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;
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information describing any book-entry features;
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provisions for a sinking fund purchase or other analogous fund, if any;
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whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original
issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code;
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the procedures for any auction and remarketing, if any;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
multiple thereof;
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if other than dollars, the currency in which the series of debt securities will be denominated; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events
of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities
that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations
or advisable in connection with the marketing of the debt securities.
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Conversion or Exchange Rights
We will set forth in the prospectus supplement the terms on
which a series of debt securities may be convertible into or exchangeable for common stock, preferred stock or other securities
of ours or a third party, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable
conversion or exchange period. We will include provisions as to whether conversion or exchange is mandatory, at the option of the
holder or at our option. We may include provisions pursuant to which the number of our securities or the securities of a third
party that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described
in those provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other
property upon conversion or exchange, for example in the event of our merger or consolidation with another entity.
Consolidation, Merger or Sale
The indentures in the forms initially filed as exhibits to the
registration statement of which this prospectus is a part do not contain any covenant that restricts our ability to merge or consolidate,
or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor of ours or the
acquirer of such assets must assume all of our obligations under the indentures and the debt securities.
If the debt securities are convertible for our other securities,
the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of
the debt securities into securities that the holders of the debt securities would have received if they had converted the debt
securities before the consolidation, merger or sale.
Events of Default Under the Indenture
The following are events of default under the indentures in
the forms initially filed as exhibits to the registration statement with respect to any series of debt securities that we may issue:
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if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been
extended or deferred;
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if we fail to pay the principal, sinking fund payment or premium, if any, when due and payable and the time for payment has
not been extended or delayed;
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if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant
specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from
the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable
series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to debt securities of any
series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee
or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us
in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any,
and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs
with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall
be due and payable without any notice or other action on the part of the debenture trustee or any holder.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default
or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indentures, if an event of default
under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights
or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless
such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt
securities of that series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take any action that might involve
it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any series will only have
the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:
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the holder has given written notice to the debenture trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written
request, and such holders have offered reasonable indemnity, to the debenture trustee to institute the proceeding as trustee; and
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the debenture trustee does not institute the proceeding and does not receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request
and offer.
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These limitations do not apply to a suit instituted by a holder
of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the debenture trustee
regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We and the debenture trustee may change an indenture without
the consent of any holders with respect to specific matters, including:
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to fix any ambiguity, defect or inconsistency in the indenture;
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to comply with the provisions described above under “
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Consolidation, Merger or Sale”;
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture
Act of 1939;
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to evidence and provide for the acceptance of appointment by a successor trustee;
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to provide for uncertificated debt securities and to make all appropriate changes for such purpose;
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to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes
of issuance, authorization and delivery of debt securities or any series, as set forth in the indenture;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided
under “
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General” to establish the form of any certifications required to be furnished pursuant to the
terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, to make
the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions
or provisions an event of default, or to surrender any of our rights or powers under the indenture; or
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to change anything that does not materially adversely affect the interests of any holder of debt securities of any series.
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In addition, under the indentures, the rights of holders of
a series of debt securities may be changed by us and the debenture trustee with the written consent of the holders of at least
a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the
debenture trustee may only make the following changes with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of the series of debt securities;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable
upon the redemption of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver.
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Discharge
Each indenture provides that we can elect to be discharged from
our obligations with respect to one or more series of debt securities, except that the following obligations, among others survive
until the maturity date or the redemption date:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust; and
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appoint any successor trustee;
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and the following obligations survive the maturity date or the
redemption date:
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recover excess money held by the debenture trustee; and
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compensate and indemnify the debenture trustee.
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As more fully set forth in the indentures, in order to exercise
our rights to be discharged, we must either deliver for cancellation all securities of a series to the debenture trustee or must
deposit with the debenture trustee money or government obligations sufficient to pay all the principal of, any premium, if any,
and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000
and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, New York,
New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series.
See “Legal Ownership of Securities” for a further description of the terms relating to any book-entry securities.
At the option of the holder, subject to the terms of the indentures
and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities
of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and
of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable
to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities
for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required
by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us
for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in a board resolution the security registrar, and
any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time
designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If we elect to redeem the debt securities of any series, we
will not be required to:
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issue, register the transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning
at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected
for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed
portion of any debt securities we are redeeming in part.
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Information Concerning the Debenture Trustee
The debenture trustee, other than during the occurrence and
continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in
the applicable indenture. Upon an event of default under an indenture, the debenture trustee must use the same degree of care as
a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee
is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities
unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement,
we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities,
or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will name in the applicable board resolution any other paying
agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place
of payment for the debt securities of a particular series.
All money we pay to a paying agent or the debenture trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two
years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security
thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will be governed by and
construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.
Subordination of Subordinated Debt Securities
The subordinated debt securities will be subordinate and junior
in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The indentures
in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit the amount
of indebtedness that we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us from issuing
any other debt, including secured debt or unsecured debt.
Warrants
As of April 4, 2018, we had no issued and outstanding warrants.
The following description, together with the additional information
we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may
offer under this prospectus and any related warrant agreement and warrant certificate. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe the specific terms of any series of warrants in more detail in the
applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus
supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions
and will be incorporated by reference as an exhibit to the registration statement which includes this prospectus.
General
We may issue warrants for the purchase of common stock, preferred
stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred
stock and/or debt securities, and the warrants may be attached to or separate from these securities.
We will evidence each series of warrants by warrant certificates
that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. Each warrant agent may
be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent.
We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular
series of warrants.
We will describe in the applicable prospectus supplement the
terms of the series of warrants, including:
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the offering price and aggregate number of warrants offered;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one
warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants to purchase common stock or preferred stock, the number or amount of shares of common stock or preferred
stock, purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased
upon such exercise;
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the manner of exercise of the warrants, including any cashless exercise rights;
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the warrant agreement under which the warrants will be issued;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
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anti-dilution provisions of the warrants, if any;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable
during that period, the specific date or dates on which the warrants will be exercisable;
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the manner in which the warrant agreement and warrants may be modified;
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the identities of the warrant agent and any calculation or other agent for the warrants;
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federal income tax consequences of holding or exercising the warrants;
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the terms of the securities issuable upon exercise of the warrants;
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any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants
may be listed or quoted; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders of warrants will not
have any of the rights of holders of the securities purchasable upon such exercise, including:
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in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or
interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
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in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon
our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Exercise of Warrants
Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement.
Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time
up to 5:00 P.M. eastern time on the expiration date that we set forth in the applicable prospectus supplement. After the close
of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering
the warrant certificate representing the warrants to be exercised together with specified information, and paying the required
exercise price by the methods provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant
certificate, and in the applicable prospectus supplement, the information that the holder of the warrant will be required to deliver
to the warrant agent.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable
prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants
represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of
warrants.
Enforceability of Rights By Holders of Warrants
Any warrant agent will act solely as our agent under the applicable
warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single
bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility
in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate
any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related
warrant agent or the holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and
receive the securities purchasable upon exercise of, its warrants in accordance with their terms.
Warrant Agreement Will Not Be Qualified Under Trust Indenture
Act
No warrant agreement will be qualified as an indenture, and
no warrant agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of warrants issued
under a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.
Governing Law
Each warrant agreement and any warrants issued under the warrant
agreements will be governed by New York law.
Calculation Agent
Any calculations relating to warrants may be made by a calculation
agent, an institution that we appoint as our agent for this purpose. The prospectus supplement for a particular warrant will name
the institution that we have appointed to act as the calculation agent for that warrant as of the original issue date for that
warrant, if any. We may appoint a different institution to serve as calculation agent from time to time after the original issue
date without the consent or notification of the holders. The calculation agent’s determination of any amount of money payable
or securities deliverable with respect to a warrant will be final and binding in the absence of manifest error.
SUBSCRIPTION
RIGHTS
General
We may issue subscription rights to purchase common stock or
preferred stock. Subscription rights may be issued independently or together with any other offered security and may or may not
be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering
to our shareholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such
underwriters will purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection
with a subscription rights offering to our shareholders, we will distribute certificates evidencing the subscription rights and
a prospectus supplement to our shareholders on the record date that we set for receiving subscription rights in such subscription
rights offering.
The applicable prospectus supplement will describe the following
terms of subscription rights in respect of which this prospectus is being delivered:
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the title of such subscription rights;
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the securities for which such subscription rights
are exercisable;
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the exercise price for such subscription rights;
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the number of such subscription rights issued to each
shareholder;
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the extent to which such subscription rights are transferable;
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if applicable, a discussion of the material Israeli
and United States federal income tax considerations applicable to the issuance or exercise of such subscription rights;
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the date on which the right to exercise such subscription
rights shall commence, and the date on which such rights shall expire (subject to any extension);
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the extent to which such subscription rights include
an over-subscription privilege with respect to unsubscribed securities;
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if applicable, the material terms of any standby underwriting
or other purchase arrangement that we may enter into in connection with the subscription rights offering; and
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any other terms of such subscription rights, including
terms, procedures and limitations relating to the exchange and exercise of such subscription rights.
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Exercise of Subscription Rights
Each subscription right will entitle the holder of the subscription
right to purchase for cash such amount of common stock or preferred stock at such exercise price as shall be set forth in, or be
determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights
may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the prospectus
supplement. After the close of business on the expiration date, all unexercised subscription rights will become void.
Subscription rights may be exercised as set forth in the prospectus
supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate
properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated
in the prospectus supplement, we will forward, as soon as practicable, the common stock or preferred stock purchasable upon such
exercise. We may determine to offer any unsubscribed offered securities directly to persons other than shareholders, to or through
agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as set forth in the applicable prospectus supplement.
Units
We may issue units comprised of one or more of the other securities
described in this prospectus or in any prospectus supplement in any combination. Each unit will be issued so that the holder of
the unit is also the holder, with the rights and obligations of a holder, of each security included in the unit. The unit certificate
may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before
a specified date or upon the occurrence of a specified event or occurrence.
The applicable prospectus supplement will describe:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the
units; and
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whether the units will be issued in fully registered or global form.
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PLAN
OF DISTRIBUTION
We may sell the securities being offered pursuant to this prospectus
to or through underwriters, through dealers, through agents, or directly to one or more purchasers or through a combination of
these methods. The applicable prospectus supplement will describe the terms of the offering of the securities, including:
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the name or names of any underwriters, if, and if required, any dealers or agents;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any underwriting discounts and other items constituting underwriters’ compensation;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed or traded.
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We may distribute the securities from time to time in one or
more transactions at:
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a fixed price or prices, which may be changed;
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market prices prevailing at the time of sale;
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prices related to such prevailing market prices; or
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Only underwriters named in the prospectus supplement are underwriters
of the securities offered by the prospectus supplement.
If underwriters are used in an offering, we will execute an
underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including
any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement.
The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly
by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s)
will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will
be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering
price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise
set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject
to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities, if any are purchased.
We may grant to the underwriters options to purchase additional
securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts,
as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus
supplement for those securities.
If we use a dealer in the sale of the securities being offered
pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer may
then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names of the
dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities directly or through agents we designate
from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions
we will pay the agent in the prospectus supplement.
We may authorize agents or underwriters to solicit offers by
institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant
to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions
to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
In connection with the sale of the securities, underwriters,
dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents, in the form
of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive
compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional
investors or others that purchase securities directly for the purpose of resale or distribution, may be deemed to be underwriters,
and any discounts or commissions received by them from us and any profit on the resale of the common stock or preferred stock by
them may be deemed to be underwriting discounts and commissions under the Securities Act.
We may provide agents, underwriters and other purchasers with
indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution with respect
to payments that the agents, underwriters or other purchasers may make with respect to such liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
To facilitate the public offering of a series of securities,
persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price
of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating
in the offering of more securities than have been sold to them by us. In exercising the over-allotment option granted to those
persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities
in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in
any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation
or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on
the price of our securities.
Unless otherwise specified in the applicable prospectus supplement,
any common stock sold pursuant to a prospectus supplement will be eligible for listing on The NASDAQ Capital Market, subject to
official notice of issuance. Any underwriters to whom securities are sold by us for public offering and sale may make a market
in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without
notice.
In order to comply with the securities laws of some states,
if applicable, the securities offered pursuant to this prospectus will be sold in those states only through registered or licensed
brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is available and complied with.
LEGAL
MATTERS
Certain legal matters governed by the laws of the State of New
York and of Delaware with respect to the validity of the offered securities will be passed upon for us by Loeb & Loeb LLP,
New York, New York.
EXPERTS
The audited consolidated financial statements as of March 31,
2017, and for each of the years in the two-year period ended March 31,
2017 incorporated herein by reference from the Company’s
Annual Reports on Form 10-K have been audited by Friedman LLP, an independent registered public accounting firm, as stated in its
report, which is incorporated by reference and has been so incorporated in reliance upon the report of such firm given upon its
authority as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION ABOUT US
We have filed a registration statement on Form S-3 with the
SEC for the securities we are offering by this prospectus. This prospectus does not include all of the information contained in
the registration statement. You should refer to the registration statement and its exhibits for additional information. We will
provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in the prospectus but not delivered with the prospectus. We will provide this information
upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a letter to
the Secretary of the Company, c/o iFresh, Inc., at the Company’s office located at 2-39 54th Avenue, Long Island City, New
York 11101. The Company’s telephone number is (718) 628 6200.
We are required to file annual and quarterly reports, current
reports, proxy statements, and other information with the SEC. We make these documents publicly available, free of charge, on our
website at www.bioaobo.com as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC filings,
including the registration statement, on the SEC’s website at http://www.sec.gov. You also may read and copy any document
we file with the SEC at its public reference facility at:
Public Reference Room
100 F Street N.E.
Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the public reference facilities.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by us with the Securities and
Exchange Commission are incorporated by reference in this prospectus:
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Definitive Proxy Statement on Schedule 14A, filed on March 16, 2018;
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Quarterly Report on Form 10-Q for the quarter and nine months ended December 31, 2017, filed on February 14, 2018;
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Current Report on Form 8-K, filed on November 16, 2017;
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Quarterly Report on Form 10-Q for the quarter and six months ended September 30, 2017, filed on November 14, 2017;
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Current Report on Form 8-K, filed on October 6, 2017;
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Definitive Proxy Statement on Schedule 14C, filed on August 15, 2017;
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Quarterly Report on Form 10-Q for the quarter and three months ended June 30, 2017, filed on August 14, 2017;
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Current Report on Form 8-K, filed on July 17, 2017;
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Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed on June 29, 2017; and
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The description of our common stock, warrants and units set forth in our Registration Statement on Form 8-A filed with the
Commission on February 10, 2017 (File No. 333-213061), including any amendments or reports filed for the purpose of updating such
description.
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We also incorporate by reference all documents we file (other
than documents or portions of documents deemed to be furnished pursuant to the Exchange Act) under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act (a) after the initial filing date of the registration statement of which this prospectus is a part and
before the effectiveness of the registration statement, and (b) after the effectiveness of the registration statement and before
the filing of a post-effective amendment that indicates that the securities offered by this prospectus have been sold or that deregisters
the securities covered by this prospectus then remaining unsold. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related
prospectus supplement to the extent that a statement in any other subsequently filed document which is also incorporated or deemed
to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
$50,000,000
IFRESH, INC.
Common Stock
Preferred Stock
Debt Securities
Warrants
Subscription Rights
Units
PROSPECTUS
April ___, 2018
We have not authorized any dealer, salesperson or other
person to give any information or represent anything not contained in or incorporated by reference into this prospectus. You must
not rely on any unauthorized information. If anyone provides you with different or inconsistent information, you should not rely
on it. This prospectus does not offer to sell any shares in any jurisdiction where it is unlawful. Neither the delivery of this
prospectus, nor any sale made hereunder, shall create any implication that the information in this prospectus is correct after
the date hereof.
PART II INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the fees and expenses
relating to the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions,
all of which shall be borne by iFresh, Inc. All of such fees and expenses, except for the SEC Registration Fee, are estimated:
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SEC Registration Fee
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$
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6,225.00
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Printing and engraving expenses
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*
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Accounting fees and expenses
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*
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Legal fees and expenses (including blue sky services and expenses)
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*
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Total
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$
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*
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* Since an indeterminate amount of securities is covered by this registration statement, the expenses
in connection with the issuance and distribution of the securities are therefore not currently determinable.
Item 15. Indemnification of Officers and Directors
Delaware law generally permits a corporation to indemnify its
insiders against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with
any action, other than an action brought by or on behalf of the corporation, and against expenses actually and reasonably incurred
in the defense or settlement of a derivative action, provided that there is a determination that the individual acted in good faith
and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. That determination must be
made, in the case of an individual who is a director or officer at the time of the determination:
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by a majority of the disinterested directors, even
though less than a quorum;
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by a committee of disinterested directors, designated
by a majority vote of disinterested directors, even though less than a quorum;
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by independent legal counsel, if there are no disinterested
directors or if the disinterested directors so direct; or
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by a majority vote of the shareholders, at a meeting
at which a quorum is present.
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Without court approval, however, no indemnification may be made
in respect of any derivative action in which an individual is adjudged liable to the corporation.
Delaware law requires indemnification of directors and officers
for expenses relating to a successful defense on the merits or otherwise of a derivative or third-party action. Delaware law permits
a corporation to advance expenses relating to the defense of any proceeding to directors and officers. With respect to officers
and directors, the advancement of expenses is contingent upon those individuals undertaking to repay any advances if it is ultimately
determined that such person is not entitled to be indemnified by the corporation.
iFresh’s certificate makes indemnification
of directors and officers and advancement of expenses to defend claims against directors and officers mandatory on the part of
iFresh to the fullest extent permitted by law.
Item 16. Exhibits
Exhibit
Number
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Description of Document
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1.1*
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Form of underwriting agreement with respect to common stock, preferred stock,
warrants, subscription rights, debt securities or units.
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4.1*
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Form of specimen common stock certificate, if any.
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4.2*
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Form of specimen preferred stock certificate, if any
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4.3*
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Certificate of designation for preferred stock, if any.
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4.4**
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Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.
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4.5**
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Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.
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4.6*
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Form of debt securities, if any.
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4.7*
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Form of warrant agreement and warrant certificate, if any.
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4.8*
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Form of subscription rights agreement and subscription rights certificate,
if any.
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4.9*
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Form of unit certificate, if any.
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5.1**
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Opinion of Loeb & Loeb LLP with respect to the validity of certain of the offered securities being registered.
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23.1**
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Consent of Friedman LLP, an independent registered public accounting firm.
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23.2**
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Consent of Loeb & Loeb LLP (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included on signature pages to the original filing of the registration statement).
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25.1***
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Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of a
trustee acceptable to the registrant, as trustee under the Indenture with respect to senior debt securities.
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25.2***
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Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939,
as amended, of a trustee acceptable to the registrant, as trustee under the Indenture with respect to subordinated debt securities.
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* To the extent applicable, to be filed by a post-effective amendment or as an exhibit to a document filed under the Securities
Exchange Act, as amended, and incorporated by reference herein.
** Filed herewith.
*** To the extent applicable, to be filed under Form 305B2.
Item 17. Undertakings.
(a)
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. Provided, however, that the undertakings set forth in
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and
the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated
by reference in the registration statements or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part
of the registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that
is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(1)
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(2)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(d)
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(e)
The
undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall of 1933 be deemed to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(f)
If
and when applicable, the undersigned registrant, hereby undertakes to file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
(g)
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has
duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Long Island City, New York, on the 23
rd
day of April, 2018.
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IFRESH, INC.
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By
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/s/ Long Deng
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Name: Long Deng
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Title: Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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/s/ Long Deng
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Chief Executive Officer and Chairman of the Board
(
Principal Executive Officer
)
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April 23, 2018
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Long Deng
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/s/ Adam (Xin) He*
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Chief Financial Officer (
Principal Financial Officer and Principal Accounting Officer
)
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April 23, 2018
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Adam (Xin) He
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/s/ Lilly Deng*
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Vice President of Legal and Finance and Director
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April 23, 2018
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Lilly Deng
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Director
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Harvey Liebowitz
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/s/ Mark Fang*
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Director
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April 23, 2018
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Mark Fang
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/s/ Jay Walder*
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Director
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April 23, 2018
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Jay Walder
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*By:
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/s/ Long Deng
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Long Deng, attorney in fact
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