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 | 001-38013 | ###-##-#### | ||
| (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
(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
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 3, 2017 |
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: | /s/ Long Deng | |
| Name: | Long Deng | |
| Title: | Chairman and Chief Executive Officer |
3
Exhibit 99.1
iFresh Acquires Two New Stores
NEW
YORK, Oct. 03, 2017 (GLOBE NEWSWIRE) -- iFresh Inc. (NASDAQ:IFMK) ("iFresh" or the "Company"), a leading Asian
American grocery supermarket chain and online grocer, announced today that it has acquired two new stores: one in Miami, FL, and
the other in Milford, CT. When opened, the two stores will feature Chinese architecture, including iconic Chinatown gates, to
symbolize the center of the communities' Chinatown business districts.
The Miami store is estimated to be 25,088 square feet and will be located at 551 NE 167th Street, North Miami Beach, FL. The store is currently under construction, and, once finished, will be one of the biggest Asian supermarkets in South Florida. Expected to open in November 2017, the store will feature a food court and retail leasing space. The store will join numerous Chinese restaurants, spas, and a pharmacy in the heart of North Miami Beach's Chinatown.
New York Mart CT will be located at 804 Boston Post Rd, Milford, CT. The location is currently under renovation and the 26,293 sq. foot store is expected to open in December 2017. The store will include a food court featuring specialty foods such as bubble tea and Peking duck as well as retail leasing space, which is currently expected to be leased to a Chinese and Japanese snack shop and a beauty salon and spa. This will be iFresh's first store in Connecticut.
Chairman and Chief Executive Officer of iFresh Mr. Long Deng commented, "We are pleased with our expansion into Connecticut and South Florida, which gives iFresh the opportunity to become a center and symbol of the local Chinatown business communities, which we aim to represent through a focus on traditional Chinese architecture and the construction of an iconic Chinatown gateway at each location.
"In addition to the visual appeal of the stores, we will bring iFresh's signature commitment to daily fresh produce from regional farms at reasonable prices to our customers. Our e-commerce platform will increase accessibility to our products. Furthermore, we believe that the food courts and retail leasing space at the Connecticut and South Florida locations will drive traffic and provide additional sources of revenue. We look forward to updating our investors on our progress in the weeks and months ahead," concluded Mr. Deng.
About iFresh Inc.
iFresh Inc., headquartered in New York, New York, is a leading Asian American grocery supermarket chain and online grocer. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut soon opening) and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, the Company aims to satisfy the increasing demands of Asian Americans, whose purchasing power has been growing rapidly, for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty perishables at competitive prices to a growing base of customers. For more information, please visit: http://www.ifreshmarket.com/.
Forward-Looking Statement
This announcement contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this announcement include, but are not limited to, statements regarding our disclosure concerning the Company's operations, cash flows, financial position and dividend policy.
Contact:
ICR
Inc.
Ms. Rose Zu
Phone: 1-347-436-8368
E-mail: rose.zu@icrinc.com
Source: iFresh Inc.