Current Report Filing (8-k)
April 02 2019 - 4:18PM
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
April
2, 2019 (April 1, 2019)
Date
of Report (Date of earliest event reported)
iFresh
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
001-38013
|
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82-066764
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(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
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|
(I.R.S. Employer Identification No.)
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2-39 54th Avenue
Long Island City, NY 11101
(Address of Principal Executive Offices and Zip Code)
Registrant's
telephone number, including area code:
(718) 628-6200
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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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
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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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 1, 2019, iFresh Inc. (the
“
Company
”
) received
an Notice of Noncompliance Letter (the
“
Letter
”
)
from The Nasdaq Stock Market LLC (
“
Nasdaq
”
) stating
that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders
for the fiscal year ended March 31, 2018 (the
“
Annual Meeting
”
),
which is required to be held within twelve months of the Company
’
s fiscal year end under
Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G).
The
Letter also states that the Company has 45 calendar days to submit a plan to regain compliance (the “Plan”) and if
Nasdaq accepts the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until September
27, 2019, to regain compliance. Nasdaq requires the Plan to be submitted no later than May 16, 2019.
The
Company is diligently working to prepare the annual meeting and intends to take all steps necessary to regain compliance with
the Nasdaq Listing Rules.
Cautionary
Statement Regarding Forward Looking Statements
Statements
contained in this report that are not historical fact may be forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to
future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking
statements because they contain words such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations,
strategy, plans or intentions. Such forward-looking statements may relate to, among other things, the Company’s continued
efforts and ability to regain and maintain compliance with the Nasdaq Listing Rules. Such forward-looking statements
do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. Actual results may
vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including:
any decision by the Nasdaq Hearing Panel to reconsider the terms of the listing exception based on new events or changes in circumstances,
including without limitation non-compliance with the Listing Rules.
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: April 2, 2019
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iFRESH, INC.
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By:
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/s/
Long Deng
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Name:
Title:
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Long
Deng
Chairman and Chief Executive Officer
|
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