iFresh Shareholders Approve All Resolutions at Special Meeting of Stockholders
September 10 2019 - 8:30AM
iFresh, Inc. ("iFresh" or "the Company") (NASDAQ: IFMK), a leading
Asian American grocery supermarket chain and online grocer,
announced its shareholders have approved all resolutions at its
Special Meeting of Stockholders (the “Meeting”) which was held at
iFresh office, 2-39 54th Avenue, Long Island City, New York, NY
11101 on September 5, 2019, including the approval of all matters
relating to its proposed acquisition transaction (the
“Acquisition”) with Xiaotai International Investment
Inc.(“Xiaotai”).
The matters approved at the meeting include the following:
- The Acquisition Proposal --- to adopt the Share Exchange
Agreement and to approve the Acquisition of Xiaotai contemplated by
such agreement;
- The Spin-off Proposal --- to adopt the Share Purchase Agreement
and to approve the Spin-off of Company’s existing business and
operations to GO Fresh 365, Inc. contemplated by such
agreement;
- The Reverse Split Proposal --- to approve and adopt an
amendment to our Certificate of Incorporation (“Charter Amendment”)
to affect the Reverse Split of our issued and outstanding Common
Stock by a ratio of not less than one-for-two and not more than
one-for-ten at any time prior to December 31, 2019, with the exact
ratio to be set at a whole number within this range, as determined
by the Board in its sole discretion;
- The Capital Increase Proposal --- to approve and adopt an
amendment to the Company’s Certificate of Incorporation to increase
the number of shares of common stock that the Company has authority
to issue from 100,000,000 to 1,000,000,000 and the number of shares
of Preferred Stock that the Company has authority to issue from
1,000,000 to 10,000,000; and consequently, to increase the total
number of shares of all classes of capital stock that the Company
has authority to issue from 101,000,000 to
1,010,000,000;
- The Name Change Proposal --- to approve the Charter Amendment
to change the Company’s corporate name to “Terran Financial
Services Group”;
- The Election of Directors Proposal --- to elect five Director
Nominees to serve on the Company’s Board until the next annual
shareholders meeting or until their successors are duly elected and
qualified; and
- The Adjournment Proposal --- to approve the adjournment of the
special meeting by the chairman thereof to a later date, if
necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the special meeting,
there are not sufficient votes to approve the Acquisition Proposal
and Spin-off Proposal.
About Xiaotai International Investment
Inc. (“Xiaotai”)
Xiaotai, through its wholly owned subsidiaries, is a financial
technology and information services company that operates an
internet lending information intermediary platform providing
investors access to a variety of loan products initiated by
borrowers in China’s peer-to-peer lending industry. The loan
products currently facilitated on Xiaotai’s platform generally
range from one-month to twenty-four months. They are unsecured
loans lent based on a borrower’s creditworthiness and assessed
repayment ability. Through its internet lending information
intermediary platform, Xiaotai connects individual investors with
individual and small business borrowers. Xiaotai currently conducts
its business operations exclusively in China.
Supported by its proprietary finance technology,
Xiaotai developed the Zhizi risk control system, which is a
comprehensive risk control system and entitles Xiaotai to receive a
Level III Certificate for Protection of State Information Security
awarded by the PRC Ministry of Public Security, the highest level
of recognition granted to non-bank institutions in the finance
industry for stringent information security management and risk
controls. Leveraging its advanced finance technology and
innovative, reliable risk control procedures in serving borrowers
and investors through its website and mobile applications, it
provides efficient and effective solutions to address largely
underserved personal financing and investment demands of the
rapidly-growing middle class population in China.
About iFresh, Inc.
iFresh Inc. (NASDAQ:IFMK), headquartered in Long Island City,
New York, is a leading Asian American grocery supermarket chain and
online grocer on the east coast of the U.S. With nine retail
supermarkets along the US eastern seaboard (with additional stores
in Glen Cove, Miami and Connecticut opening soon), and two in-house
wholesale businesses strategically located in cities with a highly
concentrated Asian population, iFresh aims to satisfy the
increasing demands of Asian Americans (whose purchasing power has
been growing rapidly) for fresh and culturally unique produce,
seafood and other groceries that are not found in mainstream
supermarkets. With an in-house proprietary delivery network, online
sales channel and strong relations with farms that produce Chinese
specialty vegetables and fruits, iFresh is able to offer fresh,
high-quality specialty produce at competitive prices to a growing
base of customers. For more information, please visit:
http://www.ifreshmarket.com/.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements include timing
of the proposed transactions; the business plans, objectives,
expectations and intentions of the parties once the transactions
are complete, and the Company’s estimated and future results of
operations, business strategies, competitive position, industry
environment and potential growth opportunities. These
forward-looking statements reflect the current analysis of existing
information and are subject to various risks and uncertainties. As
a result, caution must be exercised in relying on forward-looking
statements. Due to known and unknown risks, our actual results may
differ materially from our expectations or projections. All
forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by
these factors. All information provided in this press release is as
of the date hereof. Other than as required under the securities
laws, the Company does not assume a duty to update these
forward-looking statements.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the outcome of any legal proceedings that have been, or
will be, instituted against IFMK or other parties to the Share
Exchange Agreement and the Share Purchase Agreement following the
announcement of the Share Exchange Agreement and Share Purchase
Agreement and transactions contemplated therein; the ability of the
Company to meet NASDAQ listing standards following the transactions
and in connection with the consummation thereof; the inability to
complete the transactions contemplated by the Share Exchange
Agreement and Share Purchase Agreement due to the failure to obtain
approval of the stockholders of IFMK or Keybank or other closing
conditions to; risks that the proposed transactions disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the announcement of the Share
Exchange Agreement and consummation of the transactions described
therein; costs related to the proposed Acquisition and Spin-Off;
changes in applicable laws or regulations; the ability of the
post-restructure company to meet its financial and strategic goals,
due to, among other things, competition, the ability of the
post-restructure company to grow and manage growth profitability,
maintain relationships with customers and retain its key employees;
the possibility that the post-restructure Company may be adversely
affected by other economic, business, and/or competitive factors;
and other risks and uncertainties described herein, as well as
those risks and uncertainties discussed from time to time in other
reports and other public filings with the SEC by the
Company.
Additional information concerning these and other factors that
may impact our expectations and projections can be found in our
periodic filings with the SEC. IFMK's SEC filings are available
publicly on the SEC's website at www.sec.gov. IFMK disclaims
any obligation to update the forward-looking statements, whether as
a result of new information, future events or otherwise.
For more information, please contact:At the Company:
iFresh, Inc.
Email: herinyin@newyorkmart.com
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