Item 5.01 Changes in Control of Registrant.
On January 12, 2021, iFresh Inc. (the "Company") announced that Mr. Dengrong
Zhou, a stockholder of the Company, together with a group of additional
shareholders whose combined holdings constitute a majority of the Company's
voting rights, delivered a written consent (the "Written Consent") to the
Company's principal place of business in a process which is consistent with the
Company's governing documents and the applicable Delaware law. According to the
Written Consent, Messrs. Long Deng and Mark Fang were removed, and Messrs. Qiang
Ou and Jiandong (Peter) Xu were appointed as directors of the Company, effective
immediately. The validity of the Written Consent was contested by Messrs. Long
Deng and Mark Fang but subsequently confirmed by the Court of Chancery of the
State of Delaware on April 6, 2022 (the "Delaware Action").
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information included in Item 5.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.02.
On July 28, 2022, Mr. Jay Walder resigned as a director of the Company. Mr.
Walder's decision did not result from any disagreement with the Company relating
to its operations, policies or practice.
On August 2, 2022, Ms. Sufen Qin was elected to the Company's board of director
(the "Board") by all members of the Board then in officeto fill the vacancy on
the Board resulting from the resignation of Mr. Walder.
There are no family relationships between Mr. Qiang Ou, Mr. Jiandong (Peter) Xu
and Ms. Sufen Qin, and any director or other executive officer of the Company.
Mr. Qiang Ou has been employed as the Human Resource Manager of iJiaBuy Inc., an
e-commerce platform providing cross-border sales opportunities for small
businesses since December 2020. He was the Chief Operating Officer of XT Energy
Group INC, a manufacturer and distributor of renewable energy products, from
March 2020 to June 2021. Mr. Ou served in the U.S. Navy as a Personnel
Specialist from August 2013 to May 2018 and in the U.S. Navy Reserve as a
Personnel Specialist from May 2018 to May 2020. While in the Navy, he received
several awards including the Honor Graduate, Navy and Marine Corp Achievement
Medal and Battle Efficiency Ribbon. Mr. Ou expects to receive a bachelor's
degree in electrical engineering from Stony Brook University in December 2024.
Mr. Jiandong (Peter) Xu has been employed by LI North Shore Invest LLC, a
company focused on equity investment, since March 2016 as the Managing Partner.
Mr. Xu worked at IEX Group Inc., an equity trading company, from September 2014
to February 2016 as a senior staff member. He previously worked at Millennium
Partners LLC, an equity trading company as a senior manager, from September 2013
to September 2014. Mr. Xu worked at Barclays Inc, an investment bank, from
January 2010 to September 2013 as a vice president. He worked at GMO, LLC, an
equity trading company, from July 2008 to January 2010 as a vice president. He
worked at Lehman Brothers, an investment bank, from October 2006 to April 2008
as a vice president and at Egenera Inc., a global cloud services company, from
August 1999 to October 2006 as a senior software engineer. Mr. Xu has a Masters'
degree in Computer Science from Northeastern University and a Bachelor's degree
in Marine Biology from Ocean University of China.
Ms. Sufen Qin has been employed by Hubei Nanchu Construction Co., Ltd, a
construction company, as the Chief of Finance since January 2017. From May 2015
to December 2016, she worked at Houfu Medical Equipment Co., Ltd, a medical
device manufacturer and distributor, as the finance manager. From May 2010 to
March 2015, she worked at Beijing Asia Pacific Certified Public Accountants as a
senior auditor. Mr. Qin graduated from Nanjing Political College in 2010 with a
bachelor's degree in management. She is a Certified Public Accountant in China.
On April 27, 2022, the Board announced that it removed Mr. Long Deng as the
Company's Chairman of the Board, Chief Executive Officer and Chief Operating
Officer and appointed Ms. Ping Zhou, a current director, as the Company's
Chairman of the Board, Chief Executive Officer and Chief Operating Officer.
On June 9, 2022, the Board announced it removed Mr. Long Deng as the sole
director of the Company's wholly-owned subsidiary, iFresh (BVI) Co., Ltd., and
appointed Ms. Ping Zhou as the sole director of such subsidiary.
Item 3.02 Unregistered Sales of Equity Securities.
On July 20, 2022, upon the approval of the Board, the Company issued 60,000,000
shares of the Company's common stock to Mr. Dengrong Zhou's designee, Ms. Ping
Zhou, as partial reimbursement of legal fees advanced by Mr. Zhou in connection
with the Delaware Action.
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