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)

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

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.