Current Report Filing (8-k)
July 13 2018 - 4:24PM
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
Date
of Report (Date of earliest event reported): July 11, 2018
iFresh
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-38013
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82-066764
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2-39
54th Avenue
Long Island City, NY11101
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(Address
of Principal Executive Offices and Zip Code)
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Registrant’s
telephone number, including area code: +86-10-60846616
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On
July 11, 2018, iFresh Inc. (the “Company”) and Triton Funds LP entered into a common stock purchase agreement, which
was amended on July 11, 2018 (as amended, the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company
may sell to Triton an aggregate of 90,910 shares of common stock (the “Common Stock”). Under the terms of the Purchase
Agreement, the Company may, after the satisfaction of certain conditions, notify Triton of its desire to sell shares to it at
a price of $5.50 per share. Upon receiving such notice, Triton shall have the option to decide whether to purchase such shares,
and, notwithstanding such acceptance, the lowest daily volume weighted average price of the Common Stock during the five business
days ended immediately prior to the closing date must be greater than $5.50 per share in order for the transaction to close. If
the closing does not take place prior to July 20, 2018, the agreement will terminate and be of no further effect. The Company
will issue 5,000 shares to an affiliate of Triton in consideration of Triton entering into the Purchase Agreement, provided that
if the closing does not take place on or before July 20, 2018, only 1,000 shares will be issued to Triton’s affiliate. In
the event that the Company sells any shares pursuant to a registration statement in the 90-day period after the closing date,
the Company will issue Triton an additional number of shares such that the price per share paid by Triton is no less than the
price paid per share by the subsequent investors, up to a maximum of 700,000 shares.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
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: July
13, 2018
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iFresh,
Inc.
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By:
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/s/
Long Deng
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Name:
Long Deng
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Title: Chief
Executive Officer
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2
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