Current Report Filing (8-k)
March 26 2020 - 9:55AM
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
March
25, 2020
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)
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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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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
|
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
March 25, 2020, iFresh Inc. (the “Company”) entered into an agreement (the “Purchase Agreement”) with
Dengrong Zhou and Qiang Ou (the “Investors”), pursuant to which the Investors agreed to purchase 1,783,167 shares
of the Company’s common stock in exchange for $2,500,000. The Investors agreed to deliver $1,500,000 to the Company once
the Company notifies the Investors that this current report on Form 8-K of the Company was filed with the SEC. The Investors also
agreed that the remaining $1,000,000 will be delivered to the Company once the Company notifies the Investors that a current report
on Form 8-K disclosing the completion of an acquisition of 100% equity interests of Hubei Rongentang Wine Co., Ltd. and Hubei
Rongentang Herbal Wine Co., Ltd. was filed with the SEC. The closing of the transactions as contemplated by the Purchase Agreement
are also subject to customary terms and conditions.
All
of the issuances of the Company’s common stock in the foregoing agreement were at a price per share of $1.402, representing
the average of the closing sale prices of a share of the Company’s common stock as reported on The Nasdaq Stock Market for
the period for five consecutive trading days ending on March 19, 2020.
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:
March 26, 2020
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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2
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