Current Report Filing (8-k)
March 27 2020 - 5:05PM
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 26, 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
(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 March 26, 2020, iFresh Inc. (the “Company”) entered
into an agreement (the “Acquisition Agreement”) with Kairui Tong and Hao Huang (collectively, the “Sellers”)
and Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd., pursuant to which the Sellers will sell their 100%
interest in Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd. (collectively, the “Target Companies”)
to the Company in exchange for 3,852,372 shares of the Company’s common stock and 1,000 shares of the Company’s Series
B Convertible Preferred Stock (the “Series B Preferred Stock”). Upon approval of the Company’s shareholders,
the 1,000 shares of Series B Preferred Stock will be converted into 3,834,796 shares of the Company’s common stock. The Series
B Preferred will rank on parity with the Series A Convertible Preferred Stock of the Company. The closing of the acquisition as
contemplated by the Acquisition Agreement is subject to customary closing terms and conditions. The Sellers and the Target Companies
make certain customary representations and warranties to the Company in connection with the Acquisition Agreement.
All of the issuances and conversions of the Company’s
common stock in the foregoing agreements 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 27, 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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