Current Report Filing (8-k)
December 17 2019 - 4:31PM
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
December 11, 2019
Date of Report (Date of earliest event reported)
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
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11101
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area
code: (718) 628-6200
N/A
___________________________
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(Former name or former address, if changed since
last report)
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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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
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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 1.01 Entry into a Material Definitive Agreement.
On December 11, 2019, iFresh Inc. (the “Company”) entered
into the following agreements:
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·
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An agreement (the “Acquisition Agreement”) between the Company and Long Deng, the Chief Executive Officer and Chairman
of the Company, pursuant to which Mr. Deng will sell his 70% interest in Dragon Seeds LLC to the Company in exchange for 28,368,421
shares of the Company’s common stock. The closing of the acquisition is contingent on receiving stockholder approval for
the transaction and the Company’s receipt of a valuation opinion demonstrating that the fair market value of the Interest
is equal to or greater than the aggregate fair market value of the consideration to be paid by the Company. Dragon Seeds LLC makes
certain customary representations and warranties to the Company in connection with the Acquisition Agreement.
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·
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An agreement (the “Purchase Agreement”) with Jian Chen pursuant to which Jian Chen agreed to purchase 6,578,948
shares of the Company’s common stock in exchange for $2,500,000. The closing of the transactions contemplated by the Purchase
Agreement are contingent on the closing of the acquisition of Dragon Seeds LLC by the Company.
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·
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An agreement (the “Conversion Agreement”) between Mr. Deng and the Company, pursuant to which the Mr. Deng agreed
to convert $3,500,000 of debt owed to him by the Company into 1,000 preferred shares of the Company’s common stock. Upon
receiving stockholder approval for the conversion, the 1,000 shares of preferred stock will automatically convert into 9,210,526
shares of the Company’s common stock.
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All of the issuances and conversions of the Company’s common
stock in the foregoing agreements were at a price per share of $0.38, the closing price of the Company’s common stock on
December 10, 2019.
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: December 17, 2019
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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Chief Executive Officer
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