Current Report Filing (8-k)
November 06 2019 - 2:11PM
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
November 5, 2019
Date of Report (Date of earliest event reported)
iFresh Inc.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
|
|
001-38013
|
|
82-066764
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
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:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
|
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
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.0001
|
|
IFMK
|
|
Nasdaq Capital Market
|
Item 1.02 Termination of a Material Definitive Agreement.
Share Exchange Agreement date June 7,
2019
On June 7, 2019, iFresh Inc. (“iFresh”
or the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Xiaotai International
Investment Inc. (“Xiaotai International”) and the equity holders of Xiaotai International (the “Xiaotai Shareholders”),
pursuant to which, among other things and subject to the terms and conditions contained therein, iFresh would acquire all of the
outstanding issued shares and other equity interests in Xiaotai International from the Xiaotai Shareholders (the “Acquisition”).
Pursuant to the Exchange Agreement, in exchange for all of the outstanding shares of Xiaotai International, iFresh agreed to issue
254,813,383 shares of its common stock to the Xiaotai Shareholders. Xiaotai International operates through its variable interest
entity, Zhejiang Xiaotai Technology Co. Ltd. (“Zhejiang Xiaotai”), in China.
As disclosed in a current report on Form 8-K
filed on November 5, 2019, we received news regarding an ongoing investigation of Zhejiang Xiaotai by the Hangzhou Police Department,
Binjiang Branch (“Hangzhou Police”) through a public notice released by the Hangzhou Police on November 3, 2019 (the
“Police Report”). Zhejiang Xiaotai is alleged to have conducted illegal fundraising from the public. The report also
stated that several executives of Zhejiang Xiaotai have been detained and are being held in custody.
On November 5, 2019 (the “Termination Date”),
iFresh issued written notice to Xiaotai International and Xiaotai Shareholders to terminate the Exchange Agreement pursuant to
section 9.1(c), (e) and (f) of the Exchange Agreement, effective immediately.
From and after the Termination Date, the Exchange
Agreement will be of no further force or effect, and the rights and obligations of each party thereunder shall terminate,
except for (a) any rights and obligations of the parties that are expressly designated thereunder to survive the termination of
the Exchange Agreement and (b) any other rights and obligations of the parties that come into being or effect upon the termination of
the Exchange Agreement.
Share Purchase Agreement dated June 7,
2019
In conjunction with the Acquisition, on June
7, 2019, iFresh and NYM Holding, Inc. (“NYM”) entered into a Share Purchase Agreement (the “Purchase Agreement”)
with Go Fresh 365 Inc. (“Go Fresh”), a corporation solely owned by Mr. Long Deng, iFresh’s Chief Executive Officer.
The Purchase Agreement provides for the sale of 100% of the equity interest in NYM to Go Fresh for cash consideration of $9.1 million
(the “Spin-off”). Pursuant to the Purchase Agreement, one of the closing conditions of the Spin-off is that all the
conditions to the obligations of each party to consummate the Acquisition described in the Exchange Agreement shall have been satisfied.
As a result of the termination of the Exchange
Agreement, on November 5, 2019, iFresh, NYM and Go Fresh mutually agreed to terminate the Purchase Agreement, effective immediately.
The board of directors of the Company approved
the termination of both the Exchange Agreement and the Purchase Agreement on November 5, 2019.
Item 8.01 Other Events.
Reference is made to the Definitive Proxy Statements
on Schedule 14A (“Schedule 14A”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on
August 13, 2019 and the Company’s Current report on Form 8-K filed with the SEC on September 10, 2019. On September 5, 2019,
the Company held a Special Meeting of Stockholders. Pursuant to the vote of stockholders, the Company adopted certain proposals
in connection with the Acquisition and the Spin-off, among which are the proposal to change the name of the Company (the “Name
Change Proposal”) and the proposal to elect certain directors (the “Election of Directors Proposal”). As a result
of the termination of the Exchange Agreement, the company has decided that those proposals are no longer in the best interest of
the company and has decided not to adopt the Name Change Proposal and the Election of Directors Proposal contained in the Schedule
14A.
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: November 6, 2019
|
iFresh Inc.
|
|
|
|
|
By:
|
/s/ Long Deng
|
|
Name:
|
Long Deng
|
|
Title:
|
Chairman and Chief Executive Officer
|
iFresh (NASDAQ:IFMK)
Historical Stock Chart
From Jul 2024 to Aug 2024
iFresh (NASDAQ:IFMK)
Historical Stock Chart
From Aug 2023 to Aug 2024