Current Report Filing (8-k)

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 20, 2022

Date of Report

(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)		(IRS Employer Identification No.)

137-80 Northern Blvd., 2nd Floor, Flushing, NY		11354
(Address of Principal Executive Offices)		(Zip Code)

(718) 359-2518

(Registrant’s telephone number, including area code)

N/A

(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

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the special meeting of shareholders of iFresh Inc. (“iFresh”) on September 30, 2022, iFresh’s shareholders approved a certificate of amendment to iFresh’s Certificate of Incorporation to increase the number of authorized shares of iFresh’s common stock to one billion (1,000,000,000) shares (the “Charter Amendment”). The Charter Amendment became effective upon its filing with the Secretary of State of Delaware on October 20, 2022.

This description of the Charter Amendment is not complete and is qualified in its entirety by reference to the text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit Description

3.1		Certificate of Amendment to iFresh’s Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 20, 2022.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 21, 2022

iFRESH INC.