Current Report Filing (8-k)
June 06 2019 - 9:01AM
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):
June 6, 2019
iFresh Inc.
(Exact Name of Registrant as Specified in
its 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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(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 and Zip Code)
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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IFMK
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Nasdaq Capital Market
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Item 1.01. Entry into a Material Definitive Agreement.
On June 1 and June
5, 2019, respectively, iFresh, Inc., a Delaware corporation (the “
Company
”), and two holders (the “Holders”)
of the Company’s warrants (the “
Existing Warrants
”) issued pursuant to that certain Securities Purchase
Agreement dated October 19, 2018, entered into certain Exchange Agreements (the “
Agreements
”), whereby the Company
agreed to issue to the Holders an aggregate of 1,170,000 shares (“
Exchange Shares
”) of the Company’s common
stock, par value $0.0001 per share (the “
Common Stock
”) and warrant to purchase an aggregate of 1,170,000 shares
of Common Stock (the “
Exchange Warrants
”) as the negotiated purchase price for the Existing Warrants based on
the Black Scholes Value as a result of a certain transaction which was deemed as a Fundamental Transaction (as defined in the Existing
Warrants) pursuant to Section 3(e) of the Existing Warrants.
The Agreement contains certain customary
representations and warranties and standard indemnification obligations.
The Exchange Warrants are exercisable from
October 23, 2018, the issuance date of Existing Warrants and may be exercised until fourth anniversary of the issuance date of
the Exchange Warrants at an initial exercise price equal to the closing price of the Common Stock on the date of the Agreements.
Each warrant is subject to anti-dilution provisions that require adjustment of the number of shares of Common Stock that may be
acquired upon exercise of the warrant, or to the exercise price of such shares, or both, to reflect stock dividends and splits,
subsequent rights offerings, pro-rata distributions, and certain fundamental transactions. The warrants also contain “full
ratchet” price protection in the event of subsequent issuances below the applicable exercise price. If at any time after
the earlier to occur of (x) the first anniversary of the issuance date and (y) the 120th calendar day after the date of a special
shareholders meeting for an acquisition and disposition, there is no effective registration statement registering, or no current
prospectus available for, the resale of the shares issuable upon exercise of the Exchange Warrants by the Holders, then the Exchange
Warrant may also be exercised, in whole or in part, on a cashless basis. One of the Holders also agreed not to sell any Exchange
Warrant or shares issuable upon exercise of the Exchange Warrant until the earlier to occur of (a) the initial filing by the Company
of a proxy statement in connection with a special shareholders meeting for an acquisition and disposition and (b) 30 days after
the date of the Agreement with that Holder. The Company has the right force the Holders to exercise the Exchange Warrants for cash
in the event the VWAP of the Common Stock exceeds 200% of the exercise price and certain equity conditions are satisfied.
The transactions contemplated by the
Agreements are expected to be completed on June 6, 2019.
The foregoing summary
of the Agreements and Exchange Warrants are subject to, and qualified in its entirety by, respectively, the full text of the form
of Exchange Agreement and form of Exchange Common Stock Purchase Warrant, copies of which are attached hereto as Exhibits 10.1
and 10.2.
Item 3.02. Unregistered Sales of Equity Securities.
The
Exchange Shares and the Exchange Warrants were issued in transactions exempt from registration pursuant to Section 4(a)(2)
and Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d)
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: June 6, 2019
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iFRESH,
INC.
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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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Chairman
and Chief Executive Officer
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2
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