Current Report Filing (8-k)
15 October 2019 - 10:17PM
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 10, 2019
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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82-066764
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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 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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IFMK
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Nasdaq Capital Market
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Item 8.01 Other Events.
On October 10, 2019, Xiaotai International Investment
Inc. (“Xiaotai”) completed the re-audit of its financial statements for the fiscal year ended December 31, 2018 and
2017 (the “Re-Audit) to satisfy the request from The Nasdaq Stock Market LLC (“Nasdaq”) in connection with Xiaotai’s
initial listing application with Nasdaq.
As previously disclosed, iFresh Inc. (the “Company”),
Xiaotai and equity holders of Xiaotai (the “Xiaotai Sellers”) entered into a share exchange agreement (the “Exchange
Agreement”) on June 7, 2019, pursuant to which, among other things and subject to the terms and conditions contained therein,
the Company will acquire all of the outstanding issued shares and other equity interests in Xiaotai from the Xiaotai Sellers (the
“Acquisition”). Pursuant to the Exchange Agreement, in exchange for all of the outstanding shares of Xiaotai, the Company
will issue 254,813,383 shares of common stock (the “Exchange Shares”) to the Xiaotai Sellers. The Exchange Shares will
be allocated among the Xiaotai Sellers pro-rata based on each such seller’s ownership of Xiaotai prior to the closing. The
Exchange Agreement and the Acquisition were approved by a majority of the shareholders of the Company on September 5, 2019.
There is no change in the financial statements
of the Re-Audit comparing to those in the audited financial statements contained in the Proxy Statement on Schedule 14A filed with
the SEC on August 13, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) 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 15, 2019
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iFRESH, INC.
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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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