If the only securities being registered on
this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box.
☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2
of the Exchange Act.
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
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
our company that is not included in, or delivered with this prospectus. Before making an investment, you should read
the entire prospectus 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 Securities and Exchange Commission, or SEC, including in our
Annual Report on Form 10-K for the year ended March 31, 2017, which we filed with the SEC on June 29, 2017, and our Quarterly Report
on Form 10-Q for the quarter ended December 31, 2017, which we filed with the SEC on February 14, 2018. 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:
iFresh
Inc., 2-39 54th Avenue, Long Island City, New York, 11101
, Attention: Secretary. Unless otherwise indicated in this
prospectus or the context otherwise requires, all references to “we,” “us,” “our,” “the
Company” and “iFresh” refer to iFresh Inc. and its subsidiaries.
OUR COMPANY
iFresh Inc. (“iFresh,” “Company,” “we,”
“us,” and “our”) , through its wholly owned subsidiary, 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 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.
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 60.2%
of iFresh’s total sales during the fiscal year ended March 31, 2017.
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. In iFresh currently operates eight 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.
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 $130.9 million
and $131.2 million for the years ended March 31, 2017 and 2016, respectively. iFresh’s net income was $1.6 million for the
year ended March 31, 2017, a decrease of $2.0 million, or 57.4%, from $3.6 million for the year ended March 31, 2016. Adjusted
EBITDA was $6.2 million for the year ended March 31, 2017, a decrease of $2.2 million, or 25.7%, from $8.4 million for the year
ended March 31, 2016.
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”).
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
Common stock offered by selling stockholders
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Up to 11,903,000 shares of common stock.
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Common stock outstanding
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14,220,547 shares (as of April 2, 2018)
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Use of proceeds
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We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders.
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NASDAQ Capital Market symbol
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IFMK
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Risk Factors
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The securities offered by this prospectus are speculative and involve a high degree of risk and investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 3.
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RISK FACTORS
Investing in our securities involves risk. Before making an
investment decision, you should carefully consider the risks described in our most recent Annual Report on Form 10-K, or any updates
to our risk factors in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated
by reference into this prospectus, 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.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate
by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, regarding iFresh
which include, but are not limited to, statements concerning projected revenues, expenses, gross profit and income, the competitive
factors affecting our business, market acceptance of products, customer concentration, the success and timing of new product introductions
and the protection of our intellectual property. These forward-looking statements are based on our current expectations, estimates
and projections about our industry, management’s beliefs, and certain assumptions made by us. Words such as “anticipates,”
“expects,” “intends,” “plans,” “predicts,” “potential,” “believes,”
“seeks,” “estimates,” “should,” “may,” “will” and variations of these
words or similar expressions are intended to identify forward-looking statements. Forward-looking statements also include the assumptions
underlying or relating to any of the foregoing statements. These statements are not guarantees of future performance and are subject
to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and
adversely from those expressed or implied in any forward-looking statements as a result of various factors. Such factors include,
but are not limited to, the following:
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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
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interruptions or delays in the services we provide from our data center hosting facilities could harm our business; 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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You should read this prospectus and the documents that we reference
herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with
the understanding that our actual future results may be materially different from what we concurrently expect. You should assume
that the information appearing in this prospectus and any document incorporated herein by reference is accurate as of its date
only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed
in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update
any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors
will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all
of the information presented in this prospectus and any document incorporated herein by reference, and particularly our forward-looking
statements, by these cautionary statements.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of
common stock by the selling stockholders.
DESCRIPTION OF SECURITIES
The following description of our common stock, together with
the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of
the common stock that we may offer under this prospectus. For the complete terms of our common stock, please refer to our amended
and restated certificate of incorporation, as amended, and amended and restated bylaws, as amended, which are incorporated by reference
into the registration statement which includes this prospectus. The terms of our common stock may also be affected by Delaware
law.
iFresh’s Amended and Restated Certificate of Incorporation
authorizes the issuance of up to 100,000,000 shares of iFresh common stock, par value $0.0001 per share, or iFresh Common Stock,
and 1,000,000 shares of iFresh preferred stock, par value $0.0001 per share, or iFresh Preferred Stock.
Common Stock
The holders of iFresh Common Stock are entitled
to one vote for each share held on all matters to be voted on by shareholders and do not have cumulative voting rights. The holders
of iFresh Common Stock are entitled to receive dividends, if and when declared by the board of directors out of funds legally available
therefor. In the event of a liquidation, dissolution or winding up of iFresh, iFresh’s shareholders are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for
each class of stock, if any, having preference over the iFresh Common Stock. iFresh’s common shareholders have no preemptive
or other subscription rights.
Delaware Law Affecting Business Combinations.
We are subject to the provisions
of Section 203 of the General Corporation Law of the State of Delaware. Subject to certain exceptions, Section 203 prohibits a
publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the person became an interested stockholder, unless the business combination is approved in
a prescribed manner. A “business combination” includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to exceptions, an “interested stockholder” is a person who,
together with affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation’s
voting stock.
SELLING STOCKHOLDERS
We are a Delaware company incorporated in July 2016 in order
to reincorporate E-Compass Acquisition Corp. (“E-Compass”) to Delaware pursuant to the Merger Agreement (as defined
below). Immediately following the reincorporation, we acquired NYM Holding, Inc (“NYM”). E-Compass was a blank
check company formed for the purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities. iFresh has two in-house wholesale businesses, Strong
America Limited (“Strong America”) and New York Mart Group, Inc. (“NYMG”), covering more than 6,000 wholesale
products and servicing both NYM retail supermarkets and over 1,000 external clients that range from wholesalers to retailing groceries
and restaurants. NYM has a stable supply of food from farms in New Jersey and Florida, ensuring reliable supplies of the most
popular vegetables, fruits and seafood. Its wholesale business and long term relationships with farms insulate NYM from supply
interruptions and sales declines, allowing it to remain competitive even during difficult markets.
On July 25, 2016, iFresh entered into a merger agreement (the
“Merger Agreement”) with E-Compass, iFresh Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of iFresh,
or “Merger Sub,” NYM, the stockholders of NYM, and Long Deng, as representative of the stockholders of NYM. Pursuant
to the terms of the Merger, on February 10, 2017, E-Compass merged with and into iFresh in order to redomesticate the Company into
Delaware. After the redomestication, Merger Sub merged with and into NYM, resulting in NYM being a wholly owned subsidiary of iFresh.
In connection with the redomestication, E-Compass ceased to exist and iFresh is the surviving corporation.
At closing on February 10, 2017, iFresh
issued iFresh’s stockholders an aggregate of: (i) $5 million in cash, plus, (ii) 12,000,000 shares of our common stock. In
addition, iFresh executed an option agreement to acquire up to an additional four supermarkets prior to March 31, 2017 for aggregate
consideration of $10 million in cash. In connection with the closing, holders of 1,937,967 of E-Compass’s ordinary shares
elected to redeem their shares and the Company paid $20,154,857 in connection with such redemption. The option agreement subsequently
expired unexercised. Each of the selling stockholders listed below acquired their shares of common at the closing of the
We are registering the shares to permit the selling stockholders
and their pledgees, donees, transferees and other successors-in-interest that receive their shares from a selling stockholder as
a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when
and as they deem appropriate in the manner described in the “Plan of Distribution.”
The selling stockholder table below sets forth:
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the name of the selling stockholders,
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the number and percentage of shares of our common stock that the selling stockholders owned as of the date of this prospectus
prior to the offering for resale of the shares under this prospectus,
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the maximum number of shares of our common stock that may be offered for resale for the account of the selling stockholders
under this prospectus, and
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the number and percentage of shares of our common stock to be owned by the selling stockholders after the offering of the shares
(assuming all of the offered shares are sold by the selling stockholders).
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Except for Long Deng, who is Chairman of our Board and our Chief
Executive Officer, and Mei Deng, our Vice President of Human Resources, none of the selling stockholders has been an officer or
director of the Company or any of its predecessors or affiliates within the last three years or otherwise had a material relationship
with us within the last three years.
Name of Selling Stockholder
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Common Stock Beneficially Owned Prior to Offering
(1)
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Maximum Number of Shares of Common Stock to be Sold
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Common Stock Beneficially Owned After Offering
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Beneficial Ownership Prior to Offering
(2)
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Beneficial Ownership After Offering
(2)
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Long Deng
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11,456,000
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(3)
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11,280,000
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176,000
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79.3
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%
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1.2
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Mei Deng
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20,000
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20,000
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0
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*
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0
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Xin Wu
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20,000
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20,000
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0
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*
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0
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Yifei Ling
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10,000
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10,000
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0
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*
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0
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Shunyu She
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4,000
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4,000
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0
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*
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0
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Mingzhe Zhang
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20,000
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20,000
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0
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*
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0
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Xiaodan Wu
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10,000
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10,000
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0
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*
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0
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Yijie Chen
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10,000
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10,000
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0
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*
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0
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Fan Zhao
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140,000
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140,000
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0
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*
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0
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Hongtao Xu
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10,000
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10,000
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0
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*
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0
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Faming Lin
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43,000
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43,000
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0
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*
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0
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Sen Sen Lin
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35,000
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35,000
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0
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*
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0
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Sheng Feng Song
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8,000
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8,000
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0
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*
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0
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Tong Rui Huang
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70,000
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70,000
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0
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*
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0
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Shizhen Wu
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8,000
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8,000
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0
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*
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0
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Sheng Bao Zheng
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140,000
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140,000
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0
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*
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0
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Yongguang Li
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75,000
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75,000
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0
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*
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0
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*Less than 1%
(1)
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Represents the number of shares of our common stock that the selling stockholder beneficially owns as of the date of this prospectus.
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(2)
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Based on 14,220,547 shares of common stock outstanding as of March 12, 2018. Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
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(3)
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Consists of (i) 11,280,000 shares owned by Mr. Deng, and (ii) 176,000 shares Mr. Deng has the right to vote pursuant to the
terms of an Escrow Agreement.
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PLAN OF DISTRIBUTION
Each selling stockholder of the securities and any of their
pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the
principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following
methods when selling securities:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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settlement
of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;
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in
transactions through broker-dealers that agree with the selling stockholders to sell
a specified number of such securities at a stipulated price per security;
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through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
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a
combination of any such methods of sale; or
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any
other method permitted pursuant to applicable law.
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The
selling stockholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange
for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders
(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage
commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with
FINRA IM-2440.
In connection with the sale of the securities or interests therein,
the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in
turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also
sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or
other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders and any broker-dealers or agents that
are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act
in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling
stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with
any person to distribute the securities.
We are required to pay certain fees and expenses incurred by
us incident to the registration of the securities. We have agreed to indemnify the selling stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
Because selling stockholders may be deemed to be “underwriters”
within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including
Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders have advised us that there
is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the selling stockholders.
We agreed to keep this prospectus effective until the earlier
of (i) the date on which the securities may be resold by the selling stockholders without registration and without regard to any
volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current
public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have
been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition,
in certain states, the resale securities covered hereby 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 is complied with.
Under applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with
respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common
stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
The validity of the shares of our common stock offered hereby
has been passed upon for us by Loeb & Loeb LLP, New York, New York.
EXPERTS
The consolidated financial statements and the related financial
statement schedule, incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended March 31,
2017, have been audited by Friedman LLP, an independent registered public accounting firm, as stated in their report incorporated
by reference herein, and have been so incorporated in reliance upon such report and upon the authority of such firm 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 shares of common stock 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.,
2-39 54th Avenue, Long Island City, New
York, 11101
. Our 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.ifreshmarket.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
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 1-800-732-0330 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 SEC are incorporated by reference in this prospectus:
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●
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Annual
Report on Form 10-K for the fiscal year ended March 31, 2017;
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|
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●
|
T
he
Company’s definitive proxy statement on Form 14A, filed with the SEC on March 16,
2018;
|
|
|
|
|
●
|
Quarterly
Reports on Form 10-Q for the quarter ended June 30, 2017, September 30, 2017 and December
31, 2017;
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|
|
|
|
●
|
Current
Reports on Form 8-K filed on July 17, 2017; October 6, 2017; November 16, 2017; and February
15, 2018; and
|
|
|
|
|
●
|
The
description of our common stock contained in our Form 8-A (File No. 000-38013) filed
on February 10, 2017, including any amendment on reports filed for the purpose of updating
such description.
|
We
also incorporate by reference all documents we file 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 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.
You
should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
or additional information. If such information is provided to you, you should not rely on it. This prospectus is not an offer
of these securities in any jurisdiction where an offer and sale is not permitted.
iFresh
Inc.
11,903,000
Shares of Common Stock
PROSPECTUS
,
2018
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the various expenses, all of which will be borne by the registrant, in connection with the sale and
distribution of the securities being registered, other than the underwriting discounts and commissions. All amounts shown are
estimates except for the SEC registration fee.
SEC registration fee
|
|
$
|
11,929.48
|
|
Accounting fees and expenses
|
|
$
|
5,500
|
|
Legal fees and expenses
|
|
$
|
5,000
|
|
Miscellaneous
|
|
$
|
1,000
|
|
Item
15. Indemnification of Officers and Directors.
Under
Section 145 of the Delaware General Corporation Law, the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the Securities Act. The Registrant’s Bylaws provide
that the Registrant will indemnify its directors and officers to the fullest extent permitted by Delaware law. The Bylaws require
the Registrant 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 Registrant believes that indemnification under its Bylaws covers at least negligence and gross negligence.
In
addition, the Registrant’s Certificate of Incorporation provides that the Registrant 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 Registrant 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 Registrant 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 Registrant 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 Registrant 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
Registrant maintains directors’ and officers’ liability insurance.
In
addition, the Registrant 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 Registrant’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 Registrant, on account of services by that person as a director
or officer of the Registrant, or as a director or officer of any subsidiary of the Registrant, or as a director or officer of
any other company or enterprise that the person provides services to at the request of the Registrant.
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.
Item
16. Exhibits.
* To be filed by amendment
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i.
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser
(b)
The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets the requirements for filing this Registration Statement on Form S-3 and has duly caused this Registration Statement on Form
S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the
fourth day of April, 2018.
|
iFRESH
INC.
|
|
|
|
|
By:
|
/s/
Long Deng
|
|
Name:
|
Long Deng
|
|
Title:
|
Chief Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Long Deng. and Adam (Xin) He, and each of them acting individually, his true and lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act
of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Long Deng
|
|
Chief
Executive Officer and Chairman
|
|
April
4, 2018
|
Long Deng
|
|
(principal
executive officer)
|
|
|
|
|
|
|
|
/s/
Adam (Xin) He
|
|
Chief
Financial Officer
|
|
April
4, 2018
|
Adam (Xin)
He
|
|
(principal financial
and accounting officer)
|
|
|
|
|
|
|
|
/s/
Lilly Deng
|
|
Vice
President of Legal and Finance and Director
|
|
April
4, 2018
|
Lilly Deng
|
|
|
|
|
|
|
|
|
|
/s/
Mark Fang
|
|
Director
|
|
April
4, 2018
|
Mark Fang
|
|
|
|
|
|
|
|
|
|
/s/
Jianming You
|
|
Director
|
|
April
4, 2018
|
Jianming
You
|
|
|
|
|
|
|
|
|
|
/s/
Jay Walder
|
|
Director
|
|
April
4, 2018
|
Jay Walder
|
|
|
|
|
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