Current Report Filing (8-k)
October 06 2017 - 4:16PM
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
October 2, 2017
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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102-80-6434
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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
(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.
☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 2, 2017, iFresh Inc. (the “Company”) purchased
all of the shares of New York Mart CT, Inc. (“NYM CT”) from Long Deng, the Company’s Chairman and Chief Executive
Officer, for $3,500,000. The transaction was approved by the Company’s independent audit committee and the price was agreed
to based upon a review of the assets and financial statements of NYM CT. The purchase included the business, lease and equipment
of the store. The store is currently under renovation and the Company expects the Connecticut store to open in December 2017.
On October 2, 2017, the Company purchased all of the shares of New
York Mart N. Miami Inc. (“NYM N. Miami”) from Long Deng, the Company’s Chairman and Chief Executive Officer,
and Yang Yu Gao for $3,500,000 and 45,000 shares of the Company’s common stock. The transaction was approved by the Company’s
independent audit committee and the price was agreed to based upon a review of the assets and financial statements of NYM N. Miami.
The purchase included the business, lease and equipment the store. The store is currently under construction, and, once finished,
will be one of the biggest Asian supermarkets in South Florida. The Company expects the Miami store to open in November 2017.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the acquisition of NYM N. Miami described in
Item 2.01, above, the Company issued 45,000 shares of its common stock as consideration to a former stockholder of NYM N. Miami.
The securities were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve
a public offering.
Item 9.01 Financial Statements and Exhibits
2
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 October 6, 2017
iFRESH, INC.
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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Chairman and Chief Executive Officer
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