Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on December 11, 2019, iFresh Inc. (the "Company")
entered into an agreement (the "Conversion Agreement") between Mr. Deng and the
Company, pursuant to which the Mr. Deng agreed to convert $3,500,000 of debt
owed to him by the Company into 1,000 preferred shares of the Company's common
stock. Upon receiving stockholder approval for the conversion, the 1,000 shares
of preferred stock will automatically convert into 9,210,526 shares of the
Company's common stock.
On January 9, 2020, the Company and Mr. Deng amended the Conversion Agreement to
extend the date on which it could be completed to January 15, 2020. On January
13, 2020, the Company filed a Certificate of Designation creating the class of
Preferred Stock required by the Conversion Agreement, and $3,500,000 of
liabilities owed to Mr. Deng were converted into 1,000 shares of Series A
Convertible Preferred Stock (the "Preferred Stock"). The Preferred Stock has no
voting rights, and will convert automatically into 9,210,526 shares of the
Company's common stock once the conversion is approved by the Company's
stockholders. In the event of the liquidation of the Company, the Preferred
Stock has a preference equal to $3,500,000 over the Company's common stock.
Item 3.02. Unregistered Sales of Equity Securities.
As described in Item 1.01, on January 13, 2020, the Company issued 1,000 shares
of Preferred Stock to Mr. Deng upon cancellation of $3,500,000 of liabilities.
The Preferred Stock was issued pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended, as the transaction did not involve a public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2020, received a letter from Long Yi pursuant to which Mr. Yi
resigned from his position as Chief Financial Officer of the Company, effective
January 10, 2020. The Company is working to find a suitable replacement for Mr.
Yi.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure relating to the filing of a certificate of designation creating
the Preferred Stock is incorporated by reference from Item 1.01 of this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
3.1 Certificate of Designation for Series A Convertible Preferred Stock
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IFRESH INC. 
