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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/20 iFresh Inc 8-K:1,9 3/26/20 2:274K Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 14K 2: EX-10.1 Acquisition Agreement HTML 164K
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
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) |
(Zip Code) |
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 | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 | IFMK | Nasdaq Capital Market |
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. ☐
C:
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.
| Exhibit Number | Description | |
| 10.1 | Acquisition Agreement |
C:
C: 1
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. | ||
| By: | /s/ Long Deng | |
| Name: | Long Deng | |
| Title: | Chief Executive Officer | |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/20 | |||
| For Period end: | 3/26/20 | 8-K | ||
| 3/19/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/12/21 Zhou Dengrong SC 13D 2:103K iFresh Inc. GlobalOne Filings Inc/FA 9/04/20 HK Xu Ding Co., Ltd. SC 13D/A 3:274K iFresh Inc. GlobalOne Filings Inc/FA 9/04/20 Huang Hao SC 13D 1:36K iFresh Inc. GlobalOne Filings Inc/FA 9/04/20 Tong Kairui SC 13D 1:35K iFresh Inc. GlobalOne Filings Inc/FA |