Attached files
| file | filename |
|---|---|
| EX-10.1 - PURCHASE AGREEMENT - iFresh Inc | ea120015ex10-1_ifreshinc.htm |
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 | 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. ☐
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.
| Exhibit Number | Description | |
| 10.1 | Purchase Agreement |
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 26, 2020
| iFRESH, INC. | ||
| By: | /s/ Long Deng | |
| Name: | Long Deng | |
| Title: | Chief Executive Officer | |
2