Current Report Filing (8-k)
January 13 2020 - 5:16PM
Edgar (US Regulatory)
United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
January
9, 2020
Date
of Report (Date of earliest event reported)
iFresh
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-38013
|
|
82-066764
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
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2-39
54th Avenue
Long Island City, NY
|
|
11101
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (718) 628-6200
N/A
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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IFMK
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Nasdaq Capital Market
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
|
|
☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported, on December 11, 2019, iFresh
Inc. (the “Company”) entered into an agreement (the “Conversion Agreement”)
between Mr. Deng and the Company, pursuant to which the Mr. Deng agreed to convert $3,500,000 of debt owed to him by the Company
into 1,000 preferred shares of the Company’s common stock. Upon receiving stockholder approval for the conversion, the 1,000
shares of preferred stock will automatically convert into 9,210,526 shares of the Company’s common stock.
On January 9, 2020, the Company and Mr. Deng
amended the Conversion Agreement to extend the date on which it could be completed to January 15, 2020. On January 13, 2020, the
Company filed a Certificate of Designation creating the class of Preferred Stock required by the Conversion Agreement, and $3,500,000
of liabilities owed to Mr. Deng were converted into 1,000 shares of Series A Convertible Preferred Stock (the “Preferred
Stock”). The Preferred Stock has no voting rights, and will convert automatically into 9,210,526 shares of the Company’s
common stock once the conversion is approved by the Company’s stockholders. In the event of the liquidation of the Company,
the Preferred Stock has a preference equal to $3,500,000 over the Company’s common stock.
Item
3.02. Unregistered Sales of Equity Securities.
As described in Item 1.01, on January 13, 2020,
the Company issued 1,000 shares of Preferred Stock to Mr. Deng upon cancellation of $3,500,000 of liabilities. The Preferred Stock
was issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
January 9, 2020, received a letter from Long Yi pursuant to which Mr. Yi resigned from his position as Chief Financial Officer
of the Company, effective January 10, 2020. The Company is working to find a suitable replacement for Mr. Yi.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure relating to the filing of a certificate of designation creating the Preferred Stock is incorporated by reference from
Item 1.01 of this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated
January 13, 2020
iFRESH
INC.
By:
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/s/
Long Deng
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Name:
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Long
Deng
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Title:
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Chief
Executive Officer
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2
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