|
|
Filed
pursuant to Rule 424(b)(5)
|
|
|
Registration
No. 333-224141
|
Prospectus
Supplement
(To Prospectus dated April 23, 2018)
IFRESH,
INC.
1,275,000
Shares of Common Stock
We
are offering 1,275,000 shares of our common stock, $0.0001 par value per share, directly to the investors in this offering at
a price of $2.00 per share pursuant to this prospectus supplement and the accompanying prospectus. In a concurrent private placement,
we are also selling to investors warrants to purchase an aggregate of up to 1,170,000 shares of our common stock. The investor
warrants will be exercisable beginning on October 23, 2018, at an exercise price of $2.25 per share, and will expire five years
from the earlier of the date on which the shares of common stock issuable upon exercise of the warrants may be sold pursuant to
an effective registration statement or may be exercised on a cashless basis and be immediately sold pursuant to Rule 144. The
warrants and the shares of common stock issuable upon the exercise of the warrants are not being registered under the Securities
Act of 1933, as amended, or the Securities Act, pursuant to the registration statement of which this prospectus supplement and
the accompanying prospectus form a part and are not being offered pursuant to this prospectus supplement and the accompanying
prospectus. The warrants and the shares of common stock issuable upon the exercise of the warrants are being offered pursuant
to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or
Rule 506(b) of Regulation D.
For
a more detailed description of the shares of common stock, see the section entitled “Description of Our Securities We Are
Offering” beginning on page S-12.
Our
shares of common stock are currently traded on the NASDAQ Capital Market under the symbol “IFMK.” On October 18, 2018,
the closing sale price of our shares of common stock was $2.51 per share.
The
aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $14.92 million based
on 14,962,684 outstanding shares of common stock, of which 4,226,125 shares are held by non-affiliates, and a per share price
of $3.53, which was the last reported price on the NASDAQ Capital Market of our common stock on September 4, 2018. We have offered
approximately $1.25 million of securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month
period that ends on and includes the date of this prospectus supplement.
We
have retained Maxim Group LLC to act as our exclusive placement agent in connection with this offering to use its “commercially
reasonable best efforts” to solicit offers to purchase shares of our common stock. The placement agent is not purchasing
or selling any of our shares of common stock offered pursuant to this prospectus supplement or the accompanying prospectus. See
“Plan of Distribution” beginning on page S-13 of this prospectus supplement for more information regarding these arrangements.
Investing
in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss
of your investment. See “Risk Factors” beginning on page S-6 of this prospectus supplement and on page 5 of the
accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
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Per Share
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Total
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Offering Price
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$
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2.00
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2,550,000
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Placement Agent’s Fees (1)
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$
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0.14
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178,500
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Proceeds, before expenses, to us
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$
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1.86
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|
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2,371,500
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(1)
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We
have also agreed to reimburse the placement agent for all travel and other out-of-pocket expenses, including the reasonable
fees, costs and disbursements of its legal counsel which shall be limited to, in the aggregate, $100,000. For additional information
about the compensation paid to the placement agent, see “Plan of Distribution” beginning on page S-13 of this
prospectus supplement.
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We
expect that delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanying prospectus
will be made on or about October 23, 2018.
MAXIM
GROUP LLC
The
date of this prospectus supplement is October 19, 2018
TABLE
OF CONTENTS
Prospectus
Supplement
You
should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares
of common stock only in jurisdictions where offers and sales are permitted. You should not assume that the information in this
prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents
or that any document incorporated by reference is accurate as of any date other than its filing date.
No
action is being taken in any jurisdiction outside the United States to permit a public offering of the shares of common stock
or possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come
into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required
to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement
and the accompanying prospectus applicable to that jurisdiction.
ABOUT
THIS PROSPECTUS SUPPLEMENT
On
April 4, 2018, we filed with the SEC a registration statement on Form S-3 (File No. 333-224141) utilizing a shelf registration
process relating to the securities described in this prospectus supplement, which registration statement was declared effective
on April 25, 2018. Under this shelf registration process, we may, from time to time, sell up to $50 million in the aggregate of
shares of common stock, shares of preferred stock, debt securities, warrants, subscription rights and units, of which approximately
$1.17 million will remain available for sale following the offering and as of the date of this prospectus supplement.
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this common stock
offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
into the prospectus. The second part, the accompanying prospectus, gives more general information, some of which does not apply
to this offering. You should read this entire prospectus supplement as well as the accompanying prospectus and the documents incorporated
by reference that are described under “Where You Can Find More Information” in this prospectus supplement and the
accompanying prospectus.
If
the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on
the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with
a statement in another document having a later date – for example, a document incorporated by reference in this prospectus
supplement and the accompanying prospectus – the statement in the document having the later date modifies or supersedes
the earlier statement. Except as specifically stated, we are not incorporating by reference any information submitted under Item
2.02 or Item 7.01 of any Current Report on Form 8-K into any filing under the Securities Act or the Securities Exchange Act of
1934, as amended, or the Exchange Act, into this prospectus supplement or the accompanying prospectus.
Any
statement contained in a document incorporated by reference, or deemed to be incorporated by reference, into this prospectus supplement
or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying
prospectus to the extent that a statement contained herein, therein or in any other subsequently filed document which also is
incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement.
Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus supplement or the accompanying prospectus.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for
the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to
such agreements, and should not be deemed to be a representation, warranty or covenant to you unless you are a party to such agreement.
Moreover, such representations, warranties or covenants were accurate only as of the date when made or expressly referenced therein.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs unless you are a party to such agreement.
Unless
we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying
prospectus to “IFMK,” the “Company,” “we,” “us” and “our” or similar
terms refer to refer to iFresh, Inc., a Delaware corporation and its consolidated subsidiaries.
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain
statements contained or incorporated by reference in this prospectus supplement, including the documents referred to or incorporated
by reference in this prospectus supplement or statements of our management referring to our summarizing the contents of this prospectus
supplement, include “forward-looking statements”. We have based these forward-looking statements on our current expectations
and projections about future events. Our actual results may differ materially or perhaps significantly from those discussed herein,
or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,”
“expect,” “anticipate,” “intend,” “estimate,” “plan,” “project”
and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events
or circumstances are forward-looking statements. Forward-looking statements included or incorporated by reference in this prospectus
supplement or our other filings with the Securities and Exchange Commission, or the SEC, include, but are not necessarily limited
to, those relating to:
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Our
ability to acquire new stores and integrate the acquisitions into our operations;
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Economic
conditions that affect customer spending;
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Product
supply disruptions;
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The
opening of new grocery stores in the areas in which we operate;
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Our
inability to renew leases;
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our
ability to hire and retain key personnel;
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Prolonged
labor disputes;
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Increases
or changes in government regulations;
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Increases
in commodity prices;
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Security
and privacy breaches in our systems may damage client relations and inhibit our ability to grow;
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Our
inability to obtain sufficient capital; and
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Interruption
of exclusive distribution of brands or imports relating to our wholesale operations; and
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The
risk of being delisted from NASDAQ if we fail to meet or maintain any of the applicable listing requirements.
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The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein
or risk factors with which we are faced that may cause our actual results to differ from those anticipated in our forward-looking
statements. Please see “Risk Factors” in our reports filed with the SEC or in this prospectus supplement and the accompanying
prospectus for additional risks which could adversely impact our business and financial performance.
Moreover,
new risks regularly emerge and it is not possible for our management to predict or articulate all risks we face, nor can we assess
the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to
differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus supplement
and the accompanying prospectus are based on information available to us on the date of this prospectus supplement or the accompanying
prospectus, as applicable. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written
and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained above and throughout (or incorporated by reference in) this prospectus supplement and the
accompanying prospectus.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary highlights selected information contained or incorporated by reference in this prospectus supplement. This summary
does not contain all of the information you should consider before investing in the securities. Before making an investment decision,
you should read the entire prospectus and any supplement hereto carefully, including the risk factors section as well as the financial
statements and the notes to the financial statements incorporated herein by reference.
Our
Company
iFresh,
through its wholly owned subsidiary, NYM Holding, Inc. (“NYM”), is 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 nine retail supermarkets
across New York, Massachusetts and Florida, with over 6,920,500 sales transactions in the fiscal year ended March 31, 2018. 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.
Based
on management’s cultural understanding of the Asian American market, iFresh aims to satisfy the increasing demands of Asian
Americans, whose purchasing power has been growing rapidly, for fresh and unique produce, seafood and other groceries that are
not found in mainstream supermarkets, such as produce like Shanghai baby bok choy, snap bean, winter gourd, baby Chinese kale,
longyan and lychee; a variety of live seafood such as shrimp, clams, lobster, geoduck, and Alaska king crab; and Chinese special
groceries like soy sauce, sesame oil, oyster sauce, bean paste, Sriracha, tofu, noodles and dried mushroom. With an in-house logistics
team and strong relationships with farms, iFresh is capable of offering high quality specialty perishables at competitive prices.
Specialty produce, live seafood and other perishables constituted 64.5% of iFresh’s total sales during the fiscal year ended
March 31, 2018.
iFresh’s
business began as Strong America, a wholesale business founded in 1995 in Long Island City, New York. Strong America imported
food and groceries from China and other East Asian countries and sold them to various types of retailers in the New York area.
Witnessing the rapid growth of Chinese immigrants and the potential of this niche market, iFresh opened its first retail supermarket
in Chinatown in downtown Manhattan in August 2001. From 2001 to 2014, iFresh expanded steadily, hired a bilingual team that grew
into midlevel managers, and reshaped itself into a retail supermarket chain featuring exotic Asian food and other items. Since
2001, iFresh opened five stores in Brooklyn, Flushing, Elmhurst and Manhattan’s Chinatown, where the Asian and Chinese population
is highly concentrated. In 2009, iFresh acquired Ming’s supermarket in Boston, Massachusetts. Observing that the Chinese
and Asian population was growing quickly in Florida, iFresh opened its first store in Sunrise, Florida in 2012 and subsequently
acquired its second store Mia Supermarket, in Orlando, Florida in July 2017. iFresh currently operates nine retail super markets
and two wholesales facilities. iFresh plans to strategically expand along the I-95 corridor and eventually operate super markets
in all states on the east coast.
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iFresh
believes that the following characteristics of its business shapes its leadership and success in its industry:
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iFresh
provides unique products to meet the demands of the Asian American Market;
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iFresh
has established a merchandising system backed by an in-house wholesale business and by long-standing relationships with farms;
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iFresh
maintains an in-house cooling system with unique hibernation technology that is has developed over 20 years to preserve perishables,
especially produce and seafood;
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iFresh
capitalizes on economies of scale, allowing strong negotiating power with upstream vendors, downstream customers and sizable
competitors; and
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iFresh
has a proven and replicable track record of management, operation, acquisition and organic growth.
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iFresh’s
net sales were $136.7 million and $130.9 million for the years ended March 31, 2018 and 2017, respectively. iFresh’s net
loss was $0.8 million for the year ended March 31, 2018, a decrease of $2.0 million, or 166%, from $1.2 million of net income
for the year ended March 31, 2017. Adjusted EBITDA was $2.0 million for the year end March 31, 2018, a decrease of $3.9 million,
or 66.6%, from $5.9 million for the year end March 31, 2017.
iFresh’s
net sales were $31.1 million and $32.5 million for the three months ended June 30, 2018 and 2017, respectively. iFresh’s
net loss was $1.8 million for the three months ended June 30, 2018, a decrease of $1.5 million, or 496%, from $315,000 of net
loss for the three months ended June 30, 2017. Adjusted EBITDA was $(823,848) for the three months ended June 30, 2018, a decrease
of $822,092, or 46,816%, from $(1,756) for the three months end June 30, 2017.
Corporate
Information
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. 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, through
a series of transactions, we merged with our wholly owned subsidiary to reincorporate into Delaware and then acquired NYM, and
as a result, NYM became our direct wholly-owned subsidiary.
Our
principal executive offices are located at 2-39 54th Avenue, Long Island City, New York, 11101. Our telephone number is (718)
628 6200. Our NASDAQ symbol is IFMK, and we make our SEC filings available on the Investor Relations page of our website, www.ifreshmarket.com.
Information contained on our website is not part of this prospectus.
THE
OFFERING
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Issuer:
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iFresh,
Inc.
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Shares
of common stock offered by us pursuant to this prospectus supplement:
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1,275,000
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Offering
Price:
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$2.00
per share
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Shares
of common stock outstanding before this offering:
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14,962,684
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Shares
of common stock to be outstanding immediately after this offering (1):
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16,237,684
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Use
of proceeds:
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We
intend to use the net proceeds from this offering for working capital and other general corporate purposes. See “Use
of Proceeds” on page S-10 of this prospectus supplement.
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Concurrent
private placement:
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In
a concurrent private placement, we are selling to the purchasers of common stock in this offering warrants to purchase up
to 91.7647% of the number of shares of our common stock purchased by such investors in this offering, or up to 1,170,000 warrants.
We will receive gross proceeds from the concurrent private placement transaction solely to the extent such warrants are exercised
for cash. The warrants will be exercisable beginning on October 23, 2018 at an exercise price of $2.25 per share and will
expire five (5) years from the earlier of the date on which the shares of common stock issuable upon exercise of the warrants
may be sold pursuant to an effective registration statement or may be exercised on a cashless basis and be immediately sold
pursuant to Rule 144.. The warrants and the shares of common stock issuable upon the exercise of the warrants are not being
offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to the exemption
provided in Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. See “Private
Placement Transaction and Warrants” beginning on page S-12 of this prospectus supplement.
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Transfer
agent and registrar:
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Continental
Stock Transfer and Trust Company
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Risk
factors:
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Investing
in our securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding
to invest in our shares of common stock, see the information contained in or incorporated by reference under the heading
“Risk Factors” beginning on page S-6 of this prospectus supplement, on page 5 of the accompanying
prospectus, and in the other documents incorporated by reference into this prospectus supplement.
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NASDAQ
Capital Market Symbol:
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IFMK
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(1)
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The
number of shares of our common stock to be outstanding immediately after this offering is based on 14,962,684 shares of common
stock outstanding as of October 23, 2018, and excludes, as of such date, 1,170,000 shares of common stock issuable upon exercise
of the warrants offered in the simultaneous private placement.
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RISK
FACTORS
Before
you make a decision to invest in our securities, you should consider carefully the risks described below, together with other
information in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and
therein. If any of the following events actually occur, our business, operating results, prospects or financial condition could
be materially and adversely affected. This could cause the trading price of our common stock to decline and you may lose all or
part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to
us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss
of your investment.
RISKS
RELATED TO THIS OFFERING
Since
our management will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with
which you disagree.
Our
management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment
of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment
decision, to influence how the proceeds are being used. It is possible that the net proceeds will be invested in a way that does
not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material
adverse effect on our business, financial condition, operating results and cash flow.
Because
we are a small company, the requirements of being a public company, including compliance with the reporting requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes-Oxley Act and
the Dodd-Frank Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with
these requirements in a timely or cost-effective manner.
As
a public company with listed equity securities, we must comply with the federal securities laws, rules and regulations, including
certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank
Act, related rules and regulations of the SEC and the NASDAQ, with which a private company is not required to comply. Complying
with these laws, rules and regulations occupies a significant amount of the time of our Board of Directors and management and
significantly increases our costs and expenses. Among other things, we must:
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maintain
a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley
Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
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comply
with rules and regulations promulgated by the NASDAQ;
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prepare
and distribute periodic public reports in compliance with our obligations under the federal securities laws;
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maintain
various internal compliance and disclosures policies, such as those relating to disclosure controls and procedures and insider
trading in our common stock;
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involve
and retain to a greater degree outside counsel and accountants in the above activities;
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maintain
a comprehensive internal audit function; and
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maintain
an investor relations function.
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Future
sales of our common stock, whether by us or our stockholders, could cause our stock price to decline.
If
our existing shareholders sell, or indicate an intent to sell, substantial amounts of our common stock in the public market, the
trading price of our common stock could decline significantly. Similarly, the perception in the public market that our shareholders
might sell shares of our common stock could also depress the market price of our common stock. A decline in the price of shares
of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or
other equity securities. In addition, the issuance and sale by us of additional shares of our common stock or securities convertible
into or exercisable for shares of our common stock, or the perception that we will issue such securities, could reduce the trading
price for our common stock as well as make future sales of equity securities by us less attractive or not feasible. The sale of
shares of common stock issued upon the exercise of our outstanding options and warrants could further dilute the holdings of our
then existing shareholders.
Investors
in this offering will experience immediate and substantial dilution.
Because
the price per share of our common stock being offered is substantially higher than the net tangible book value per share of our
common stock, you will suffer substantial dilution in the net tangible book value of our common stock. Based on an offering price
of $2.00 per share, after deducting estimated offering commissions and expenses, and based on our net tangible book value of the
common stock per share as of March 31, 2018, if you purchase shares of our common stock in this offering, you will suffer immediately
dilution of $1.70 per share in the net tangible book value of the common stock.
Securities
analysts may not cover our common stock and this may have a negative impact on the market price of our common stock.
The
trading market for our common stock will depend, in part, on the research and reports that securities or industry analysts publish
about us or our business. We do not have any control over independent analysts (provided that we have engaged various non-independent
analysts). We do not currently have and may never obtain research coverage by independent securities and industry analysts. If
no independent securities or industry analysts commence coverage of us, the trading price for our common stock would be negatively
impacted. If we obtain independent securities or industry analyst coverage and if one or more of the analysts who covers us downgrades
our common stock, changes their opinion of our shares or publishes inaccurate or unfavorable research about our business, our
stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly,
demand for our common stock could decrease and we could lose visibility in the financial markets, which could cause our stock
price and trading volume to decline.
You
may experience future dilution as a result of future equity offerings or other equity issuances.
We
may in the future issue additional shares of our common stock or other securities convertible into or exchangeable for shares
of our common stock. We cannot assure you that we will be able to sell shares of our common stock or other securities in any other
offering or other transactions at a price per share that is equal to or greater than the price per share paid by investors in
this offering. The price per share at which we sell additional shares of our common stock or other securities convertible into
or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering.
The
price of our common stock may be volatile or may decline, which may make it difficult for investors to resell shares of our common
stock at prices they find attractive.
The
trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside our control.
In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices
of the shares of many companies. These broad market fluctuations could adversely affect the market price of our common stock.
Among the factors that could affect our stock price are:
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actual
or anticipated quarterly fluctuations in our operating results and financial condition, and, in particular, further deterioration
of asset quality;
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changes
in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;
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failure
to meet analysts’ revenue or earnings estimates;
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speculation
in the press or investment community;
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strategic
actions by us or our competitors, such as acquisitions or restructurings;
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actions
by institutional shareholders;
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fluctuations
in the stock price and operating results of our competitors;
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general
market conditions and, in particular, developments related to market conditions for the financial services industry;
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proposed
or adopted regulatory changes or developments;
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anticipated
or pending investigations, proceedings or litigation that involve or affect us; or
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domestic
and international economic factors unrelated to our performance.
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The
stock market has experienced significant volatility recently. As a result, the market price of our common stock may be volatile.
In addition, the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur.
The trading price of the shares of our common stock and the value of our other securities will depend on many factors, which may
change from time to time, including, without limitation, our financial condition, performance, creditworthiness and prospects,
future sales of our equity or equity related securities, and other factors identified above in “Forward-Looking Statements.”
Accordingly,
the shares of our common stock that an investor purchases, whether in this offering or in the secondary market, may trade at a
price lower than that at which they were purchased, and, similarly, the value of our other securities may decline. Current levels
of market volatility are unprecedented. The capital and credit markets have been experiencing volatility and disruption for more
than a year. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers
without regard to those issuers’ underlying financial strength.
A
significant decline in our stock price could result in substantial losses for individual shareholders and could lead to costly
and disruptive securities litigation.
Our
certificate of incorporation allows for our board to create new series of preferred stock without further approval by our stockholders,
which could adversely affect the rights of the holders of our common stock.
Our
board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of
directors has the authority to issue up to 1,000,000 shares of our preferred stock without further stockholder approval. As a
result, our board of directors could authorize the issuance of preferred stock that would grant to holders the preferred right
to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common
stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In
addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than
our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock
or result in dilution to our existing stockholders. Although we have no present intention to issue any additional shares of preferred
stock or to create any additional series of preferred stock, we may issue such shares in the future.
There
is no public market for the warrants.
There
is no established public trading market for the warrants being offered in this concurrent private placement and we do not expect
a market to develop. In addition, we do not intend to apply for listing of the warrants on any securities exchange or automated
quotation system. Without an active market, investors in this offering may be unable to readily sell the warrants.
The
warrants may be dilutive to holders of our common stock.
The
ownership interest of the existing holders of our common stock will be diluted to the extent the warrants are exercised. The shares
of our common stock underlying the warrants represented approximately 6.7% of our common stock outstanding as of October 23, 2018
(assuming that the total shares of common stock outstanding includes the 1,275,000 offered pursuant to this prospectus supplement
and the 1,170,000 shares of common stock issuable upon exercise of the warrants).
USE
OF PROCEEDS
We
estimate that the net proceeds from this offering will be approximately $2.27 million, after deducting the placement agent fees
and the estimated offering expenses payable by us.
We
intend to use the net proceeds from this offering for improving our existing stores, working capital and other general corporate
purposes.
The
amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or
used by our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation
of the net proceeds of this offering. In addition, while we have not entered into any agreements, commitments or understandings
relating to any significant transaction as of the date of this prospectus supplement, we may use a portion of the net proceeds
to pursue acquisitions, joint ventures and other strategic transactions.
We
will not receive any proceeds from the sale of common stock issuable upon exercise of the warrants that we are offering in the
current private placement unless and until such warrants are exercised. If the warrants are fully exercised for cash, we will
receive additional proceeds of up to approximately $2.63 million.
Pending
the final application of the net proceeds of this offering, we intend to invest the net proceeds of this offering in short-term,
interest bearing, investment-grade securities.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common stock. We anticipate that we will retain any earnings to support
operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the
foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors
and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects
and other factors the board of directors may deem relevant.
CAPITALIZATION
The
following table sets forth our capitalization as of June 30, 2018:
|
|
●
|
on
an actual basis; and
|
|
|
●
|
on
an as adjusted basis to give effect to the issuance and sale of 1,275,000 shares of common stock at the offering price of
$2.00 per share, after deducting placement agent fees and expenses and estimated offering expenses payable by us.
|
|
|
|
As of June 30,
2018
|
|
|
|
|
Actual
|
|
|
As adjusted
|
|
|
|
|
(in thousands of $)
(Unaudited)
|
|
|
Cash and Cash Equivalents
|
|
|
558
|
|
|
|
3,108
|
|
|
Total Current Liabilities
|
|
|
40,034
|
|
|
|
40,034
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
Preferred shares, $0.0001 par value, 1,000,000 shares authorized; none issued.
|
|
|
-
|
|
|
|
-
|
|
|
Common stock, $0.0001 par value; 100,000,000 shares authorized, 14,220,548 shares issued and outstanding, and actual, and shares outstanding, as adjusted, respectively
|
|
$
|
1.422
|
|
|
$
|
1.546
|
|
|
Additional Paid in Capital*
|
|
$
|
9,428
|
|
|
$
|
11,978
|
|
|
Accumulated deficit
|
|
|
(5,841
|
)
|
|
|
(5,841
|
)
|
|
Total shareholders’ equity
|
|
$
|
3,589
|
|
|
$
|
6,139
|
|
|
Total capitalization
|
|
$
|
10,613
|
|
|
$
|
13,163
|
|
|
*
|
Does
not include any potential proceeds from the exercise of warrants issued in the simultaneous private placement at an exercise price
of $2.25.
|
The
number of issued and outstanding shares as of June 30, 2018 in the table above excludes, as of such date, 1,170,000 shares of
common stock issuable upon exercise of the warrants offered in the simultaneous private placement.
DESCRIPTION
OF OUR SECURITIES WE ARE OFFERING
We
are offering 1,275,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. The
material terms and provisions of our common stock are described under the caption “Descriptions of the Securities We May
Offer” beginning on page 6 of the accompanying prospectus.
PRIVATE
PLACEMENT TRANSACTION OF WARRANTS
Concurrently
with the sale of common stock in this offering, we also expect to issue and sell to the investors in this offering warrants
to purchase up to an aggregate of 1,170,000 shares of common stock at an exercise price equal to $2.25 per share (the
“Warrants”). Each Warrant shall be exercisable beginning on October 23, 2018 and will expire five (5) years
from the earlier of the date on which the shares of common stock issuable upon exercise of the Warrants may be sold pursuant
to an effective registration statement or may be exercised on a cashless basis and be immediately sold pursuant to Rule
144.
If,
at any time while the Warrants are outstanding: (1) we consolidate or merge with or into another entity in which the Company
is not the surviving entity; (2) we sell, lease, assign, convey or otherwise transfer all or substantially all of our assets;
(3) any tender offer or exchange offer (whether completed by us or a third party) is completed pursuant to which holders
of a majority of our outstanding shares of common stock tender or exchange their shares for securities, cash or other property;
(4) we effect any reclassification of our shares of common stock or compulsory share exchange pursuant to which outstanding
shares of common stock are converted or exchanged for other securities, cash or property; or (5) any transaction is consummated
whereby any person or entity acquires more than 50% of our outstanding shares of common stock (each, a “Fundamental Transaction”),
then upon any subsequent exercise of a Warrant, the holder thereof will have the right to receive the same amount and kind of
securities, cash or other property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, the holder of the number of shares then issuable upon exercise
of the Warrant.
If,
at any time while the Warrants are outstanding, we declare or make any dividend or other distribution of our assets (or rights
to acquire our assets) to holders of our common stock, by way of return of capital or otherwise, then each holder of a Warrant
shall be entitled to participate in such distribution to the same extent that the holder would have participated therein if the
holder had held the number of shares of common stock acquirable upon complete exercise of the Warrant immediately prior to the
record date for such distribution.
If
at any time while the Warrants are outstanding we grant, issue or sell any common stock equivalents or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of our common stock (the “Purchase Rights”),
then each holder of a Warrant will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which such holder could have acquired if such holder had held the number of shares of common stock acquirable upon complete
exercise of the Warrant immediately prior to the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of common stock are to be determined for the grant,
issue or sale of such Purchase Rights.
If
and whenever on or after the date of issuance of the Warrants, we issue or sell, announce any offer, sale, or other
disposition of, or are deemed to have issued or sold (or make an announcement regarding the same), any shares of common
stock and/or common stock equivalents for a consideration per share less than a price equal to the exercise price in effect
immediately prior to such issuance or sale or deemed issuance or sale (the “Dilutive Issuance”), then immediately
upon such Dilutive Issuance, the exercise price then in effect will be reduced to an amount equal to the new issuance
price.
The
Warrants and the shares of common stock issuable upon exercise of the Warrants will be issued and sold without registration under
the Securities Act, or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Accordingly, the
investors may exercise the Warrants and sell the underlying shares of common stock only pursuant to an effective registration
statement under the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act,
or another applicable exemption under the Securities Act.
PLAN
OF DISTRIBUTION
Pursuant
to a placement agent agreement dated March 26, 2018, as amended on June 18, 2018 and October 18, 208, we have engaged Maxim Group
LLC, or the placement agent, to act as our exclusive placement agent in connection with this offering of our common stock pursuant
to this prospectus supplement and the accompanying prospectus. Under the terms of the placement agent agreement, the placement
agent has agreed to be our exclusive placement agent, on a commercially reasonable best efforts basis, in connection with the
issuance and sale by us of our common stock in this takedown from our shelf registration statement. The terms of this offering
were subject to market conditions and negotiations between us, the placement agent and prospective investors. The placement agent
agreement does not give rise to any commitment by the placement agent to purchase any of our common stock or the Warrants, and
the placement agent will have no authority to bind us by virtue of the placement agent agreement. Further, the placement agent
does not guarantee that it will be able to raise new capital in any prospective offering.
We
are entering into securities purchase agreements directly with investors in connection with this offering, and we will only sell
to investors who have entered into securities purchase agreements.
We
expect to deliver the shares of common stock being offered pursuant to this prospectus supplement, as well as the Warrants offered
in the concurrent private placement, on or about October 23, 2018, subject to customary closing conditions.
We
have agreed to pay the placement agent a total cash fee equal to 7% of the gross proceeds of this offering. We have agreed to
reimburse the placement agent for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements
of its legal fees which shall be limited to, in the aggregate, $100,000. We have paid the placement agent an advance of $25,000
(the “Advance”), which shall be applied to the out-of-pocket accountable expense. Any portion of the Advance not used
shall be returned to us to the extent not actually incurred. We estimate our total expenses associated with the offering, excluding
placement agent fees and expenses, will be approximately $278,500.
The
following table shows per share and total cash placement agent’s fees we will pay to the placement agent in connection with
the sale of the shares of common stock pursuant to this prospectus supplement and the accompanying prospectus assuming the purchase
of all of the shares of common stock offered hereby:
|
|
|
Per Share
|
|
|
Total
|
|
|
Offering price
|
|
$
|
2.00
|
|
|
$
|
2,550,000
|
|
|
Placement agent fees
|
|
$
|
0.14
|
|
|
$
|
178,500
|
|
|
Proceeds, before expenses, to us
|
|
$
|
1.86
|
|
|
$
|
2,371,500
|
|
After
deducting certain fees and expenses due to the placement agent and our estimated offering expenses, we expect the net proceeds
from this offering to be approximately $2.27 million.
Right
of Participation
In
the event the offering is consummated, we have agreed to grant the placement agent a right of participation for a period of
twelve (12) months from the commencement of sales of the Offering to act as a co-left lead manager and co-left lead book
runner and/or co-left lead placement agent with at least 30.0% of the economics for any and all future equity, equity-linked
or debt (excluding commercial bank debt) offerings of the Company or any subsidiary of the Company.
Indemnification
We
have agreed to indemnify the placement agent and specified other persons against certain civil liabilities, including liabilities
under the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and to contribute to payments
that the placement agent may be required to make in respect of such liabilities.
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it, and any profit realized on the resale of the shares of common stock and warrants sold by it while acting as principal,
might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would
be required to comply with the Securities Act and the Securities Exchange Act of 1934, as amended, or Exchange Act, including
without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases
and sales of shares of common stock and warrants by the placement agent acting as principal. Under these rules and regulations,
the placement agent:
|
|
●
|
may
not engage in any stabilization activity in connection with our securities; and
|
|
|
●
|
may
not bid for or purchase any of our securities, or attempt to induce any person to purchase any of our securities, other than
as permitted under the Exchange Act, until it has completed its participation in the distribution in the securities offered
by this prospectus supplement.
|
Relationships
The
placement agent and its affiliates may have provided us and our affiliates in the past and may provide from time to time in the
future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the
ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In
addition, from time to time, the placement agent and its affiliates may effect transactions for their own account or the account
of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or
loans, and may do so in the future. However, except as disclosed in this prospectus supplement, we have no present arrangements
with the placement agent for any further services.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company located in 1 State Street,
30th Floor, New York, NY 10004-1561. Our transfer agent’s phone number is (212)509-4000.
Listing
Our
shares of common stock are quoted on the NASDAQ Capital Market under the trading symbol “IFMK”.
LEGAL
MATTERS
Certain
legal matters governed by the laws of the State 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. Ellenoff Grossman & Schole LLP, New York, New York, is counsel to
the placement agent in connection with this offering.
EXPERTS
The
consolidated financial statements of our Company appearing in our annual report on Form 10-K for the fiscal years ended March
31, 2017 and 2018 have been audited by Friedman LLP, independent registered public accounting firm, as set forth in the reports
thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
We
incorporate by reference into this prospectus supplement the filed documents listed below, except as superseded, supplemented
or modified by this prospectus supplement:
|
|
●
|
our
Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as amended, filed with the SEC on June 29, 2018;
|
|
|
●
|
our
Quarterly Report on Form 10-Q for the fiscal quarters ended June 30, 2018, filed with the SEC on August 14, 2018;
|
|
|
●
|
our
Current Reports on Form 8-K filed with the SEC on April 3, 2018, April 18, 2018, July 13, 2018, August 15, 2018, August 20,
2018, August 23, 2018 and August 31, 2018;
|
|
|
●
|
Definitive
Proxy Statement on Schedule 14A filed with the SEC on March 16, 2018; and
|
|
|
●
|
The
description of our common stock, warrants and units set forth in our Registration Statement on Form 8-A filed with the SEC on
February 10, 2017 (File No. 333-213061), including any amendments or reports filed for the purpose of updating such description.
|
We
also incorporate by reference all additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act that are filed after the filing date of the registration statement of which this prospectus supplement is
a part and prior to effectiveness of that registration statement. We are not, however, incorporating, in each case, any documents
or information that we are deemed to “furnish” and not file in accordance with SEC rules.
You
may obtain a copy of these filings, without charge, by writing or calling us at:
iFresh,
Inc.
2-39
54th Avenue
Long
Island City, New York 11101
(718) 628-6200
Attn: Investor Relations
You
should rely only on the information incorporated by reference or provided in this prospectus supplement or the accompanying prospectus.
We have not authorized anyone else to provide you with different information. You should not assume that the information in this
prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front page of those
documents.
DISCLOSURE
OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS
Under
Section 145 of the Delaware General Corporation Law, the Company has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the Securities Act. The Company’s Bylaws provide
that the Company will indemnify its directors and officers to the fullest extent permitted by Delaware law. The Bylaws require
the Company to advance litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking
by the directors and officers to repay such advances if it is ultimately determined that the directors and officers are not entitled
to indemnification. The Bylaws further provide that rights conferred under such Bylaws shall not be deemed to be exclusive of
any other right such persons may have or acquire under any agreement, vote of stockholders or disinterested directors, or otherwise.
The Company believes that indemnification under its Bylaws covers at least negligence and gross negligence.
In
addition, the Company’s Certificate of Incorporation provides that the Company shall indemnify its directors and officers
if such persons acted (i) in good faith, (ii) in a manner reasonably believed to be in or not opposed to the best interests of
the Company and (iii) with respect to any criminal action or proceeding, with reasonable cause to believe such conduct was lawful.
The Certificate of Incorporation also provides that, pursuant to Delaware law, no director shall be liable for monetary damages
for breach of the director’s fiduciary duty of care to the Company and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the duty of care, and in appropriate circumstances, equitable remedies such as injunctive
or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director’s duty of loyalty to the Company for acts or omissions not in good faith
or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director,
and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision
also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or
federal environmental laws. The Certificate of Incorporation further provides that the Company is authorized to indemnify its
directors and officers to the fullest extent permitted by law through the Bylaws, or any agreement, vote of stockholders or disinterested
directors, or otherwise.
The
Company maintains directors’ and officers’ liability insurance.
In
addition, the Company has entered into agreements to indemnify its directors in addition to the indemnification provided for in
the Certificate of Incorporation and Bylaws. These agreements will, among other things, indemnify the Company’s directors
for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any
action or proceeding, including any action by or in the right of the Company, on account of services by that person as a director
or officer of the Company, or as a director or officer of any subsidiary of the Company, or as a director or officer of any other
company or enterprise that the person provides services to at the request of the Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling
persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed a registration statement with the SEC under the Securities Act with respect to the shares of common stock offered by
this prospectus supplement. This prospectus supplement is part of that registration statement and does not contain all the information
included in the registration statement.
For
further information with respect to our shares of common stock and us, you should refer to the registration statement, its exhibits
and the material incorporated by reference therein. Portions of the exhibits have been omitted as permitted by the rules and regulations
of the SEC. Statements made in this prospectus supplement and the accompanying prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts
or other documents filed as an exhibit to the registration statement, and these statements are hereby qualified in their entirety
by reference to the contract or document.
The
registration statement may be inspected and copied at the public reference facilities maintained by the Securities and Exchange
Commission at Room 1024, Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549 and the Regional Offices of the SEC located
in the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at 233 Broadway, New York, New York
10279. Copies of those filings can be obtained from the SEC’s Public Reference Section, Judiciary Plaza, 100 F Fifth Street,
N.E., Washington, D.C. 20549 at prescribed rates and may also be obtained from the web site that the Securities and Exchange Commission
maintains at http://www.sec.gov. You may also call the SEC at 1-800-SEC-0330 for more information. We file annual, quarterly and
current reports and other information with the SEC. You may read and copy any reports, statements or other information on file
at the SEC’s public reference room in Washington, D.C. You can request copies of those documents upon payment of a duplicating
fee, by writing to the SEC.
Prospectus
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 5 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 23, 2018
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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(i)
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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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(iv)
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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
23, 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.
1,275,000
Shares of Common Stock
iFRESH,
INC.
Prospectus
Supplement
Maxim
Group LLC
October
19, 2018
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