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
November 5, 2019
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 and 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. ☐
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 |
Item 8.01 Other Events.
iFresh Inc. (the “Company”) issued a press release based on a police notice dated November 3, 2019 relating to Zhejiang Xiaotai Technology Co. Ltd. (“Zhejiang Xiaotai”), which is contractually controlled by Xiaotai International Investment Inc. The Company entered into a Share Exchange Agreement with the shareholders of Xiaotai International Investment Inc. (“Xiaotai International”) on June 7, 2019 to acquire Xiaotai International, subject to certain closing conditions. Zhejiang Xiaotai is alleged to have conducted illegal fundraising in China and its control persons are currently detained and held in custody by the local police. The Company’s management and board of directors are closely monitoring and actively assessing the situation.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release dated November 5, 2019 |
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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: November 5, 2019
| iFRESH, INC. | ||
| By: | /s/ Long Deng | |
| Name: | Long Deng | |
| Title: | Chairman and Chief Executive Officer | |
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Exhibit 99.1
iFresh Inc. Receives News with Respect to Xiaotai International Investment Inc
NEW YORK, November 5, 2019 -- iFresh, Inc. ("iFresh" or "the Company") (NASDAQ: IFMK), a leading Asian American grocery supermarket chain and online grocer, received news regarding an ongoing investigation of Zhejiang Xiaotai Technology Co. Ltd. (“Zhejiang Xiaotai) by the Hangzhou Police Department, Binjiang Branch (“the Hangzhou Police”) through a public notice released by the Hangzhou Police on November 3, 2019. Zhejiang Xiaotai is alleged to have conducted illegal fundraising from the public. The report also stated that several executives of Zhejiang Xiaotai have been detained and are being held in custody.
Zhejiang Xiaotai is a variable interest entity of Xiaotai International Investment Inc. (“Xiaotai International”) in China. Shareholders of iFresh previously voted to approve the acquisition of Xiaotai International in September 2019. Closing of the acquisition had been pending subject to regulatory approval by NASDAQ. iFresh’s management and board of directors are closely monitoring and actively assessing the situation. The Company plans to provide its shareholders and public with updates as soon as more information becomes available.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed transactions; the business plans, objectives, expectations and intentions of the parties once the transactions are complete, and the Company’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. All information provided in this press release is as of the date hereof. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
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The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the outcome of any legal proceedings that have been, or will be, instituted against IFMK or other parties to the Share Exchange Agreement and the Share Purchase Agreement following the announcement of the Share Exchange Agreement and Share Purchase Agreement and transactions contemplated therein; the ability of the Company to meet NASDAQ listing standards following the transactions and in connection with the consummation thereof; the inability to complete the transactions contemplated by the Share Exchange Agreement and Share Purchase Agreement due to the failure to obtain approval of the stockholders of IFMK or Keybank or other closing conditions to; risks that the proposed transactions disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the Share Exchange Agreement and consummation of the transactions described therein; costs related to the proposed Acquisition and Spin-Off; changes in applicable laws or regulations; the ability of the post-restructure company to meet its financial and strategic goals, due to, among other things, competition, the ability of the post-restructure company to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the post-restructure Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by the Company.
Additional information concerning these and other factors that may impact our expectations and projections can be found in our periodic filings with the SEC. IFMK's SEC filings are available publicly on the SEC's website at www.sec.gov. IFMK disclaims any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
At the Company:
iFresh, Inc.
Email: herinyin@newyorkmart.com
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