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

January 2112, ~~2022 (January 20, 2022)~~2021

Date of Report ~~(Date of earliest event reported)~~

(Date of earliest event reported)

iFresh Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38013		82-0664764
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

2-39 54th Avenue Long Island City, NY		11101
34-48 Linden Place, Flushing, NY 11354		11101
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (718) ~~628~~358-~~6200~~9341

~~N/A~~(Registrant’s telephone number, including area code)

Former address: 2-39 54th Avenue, Long Island City, NY

(Former name or former address, if changed since last report)

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, $0.0001 par value	IFMK	OTC
Common stock, $0.0001 par value	IFMK	OTC

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 35.01. ~~Notice~~Changes ofin ~~Delisting~~Control ~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Registrant.

On January 2012, ~~2022~~2021, ~~the~~iFresh ~~Registrant~~Inc. ~~was~~(the ~~notified~~"Company") announced bythat ~~The~~Mr. ~~Nasdaq~~Dengrong ~~Stock Market~~Zhou, ~~(“Nasdaq”)~~a ~~that~~stockholder itof ~~will~~the ~~delist~~Company, ~~the~~together ~~common~~with ~~stock~~a group of ~~the~~additional ~~Registrant.~~shareholders ~~The~~whose ~~trading~~combined holdings constitute a majority of the ~~Registrant’~~Company's ~~common~~voting ~~stock was~~rights, ~~suspended~~delivered ona ~~November~~written ~~23,~~consent ~~2021~~(the ~~based~~"Written onConsent") ~~two~~to ~~continued~~the ~~listing~~Company's ~~deficiencies.~~principal place ~~Nasdaq~~of ~~plans~~business toin ~~file~~ a ~~Form~~process 25which is consistent with the ~~SEC~~Company's togoverning ~~effect~~ documents and the ~~formal~~applicable ~~delisting~~Delaware oflaw. According to the ~~Company’s~~Written ~~common~~Consent, ~~stock~~Messrs. ~~from~~Long ~~Nasdaq~~Deng and ~~will~~Mark ~~issue~~Fang awere ~~press~~removed, ~~release~~and toMessrs. ~~that~~Qiang ~~effect~~Ou and Jiandong (Peter) Xu were appointed as directors of the Company, effective immediately. The ~~delisting~~validity of the ~~Registrant’s~~ ~~common~~Written ~~stock~~Consent ~~will~~was ~~become~~contested ~~effective~~by ~~ten~~Messrs. ~~days~~Long ~~after~~Deng ~~the~~and ~~Form~~Mark 25Fang isbut ~~filed~~subsequently confirmed ~~with~~by the ~~SEC.~~Court ~~The~~of ~~filing~~Chancery of the ~~Form~~State 25of byDelaware ~~Nasdaq formally~~on ~~completes~~April ~~the~~6, ~~Registrant’s~~2022 ~~common~~(the ~~stock~~“Delaware ~~delisting process~~Action”).

~~The~~Item ~~trading~~5.02 Departure of ~~Registrant’s~~Directors ~~common~~or ~~stock~~Certain ~~will~~Officers; ~~continue~~Election onof ~~the OTC~~Directors; ~~Expert~~Appointment ~~Market~~of ~~under~~Certain ~~the~~Officers; ~~ticker~~Compensatory ~~“IFMK~~Arrangements of Certain Officers.”

1The information included in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

~~SIGNATURES~~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.

~~Pursuant~~On toAugust ~~the~~2, ~~requirements~~2022, ofMs. ~~the~~Sufen ~~Securities~~Qin was elected to ~~Exchange~~the ~~Act~~Company’s board of ~~1934,~~director (the ~~Registrant~~“Board”) ~~has~~by ~~duly~~all ~~caused~~members ~~this~~of ~~report~~the toBoard bethen ~~signed~~in officeto fill the vacancy on ~~its~~the ~~behalf~~Board resulting byfrom the ~~undersigned~~resignation ~~hereunto~~of ~~duly~~Mr. ~~authorized~~Walder.

~~Dated:~~There ~~January~~are 21no family relationships between Mr. Qiang Ou, ~~2022~~Mr. Jiandong (Peter) Xu and Ms. Sufen Qin, and any director or other executive officer of the Company.

~~iFRESH~~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.

~~By:~~Mr. ~~/s/~~Jiandong ~~Long~~(Peter) ~~Deng~~Xu ~~Name:~~has ~~Long~~been ~~Deng~~employed ~~Title:~~by LI ~~Chief~~North ~~Executive~~Shore ~~Officer~~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.

2Ms. 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.

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: August 4, 2022

iFRESH INC.

By:	/s/ Ping Zhou
Name:	Ping Zhou
Title:	Chief Executive Officer

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