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

~~August 31~~September 30, 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.)

34-48 Linden Place, Flushing, NY 11354		11354
34-48 Linden Place, Flushing, NY 11345		11345
(Address of Principal Executive Offices)		(Zip Code)

(718) 359-2518

(Registrant’s telephone number, including area code)

~~Not~~Former address: 2-39 54th Avenue, Long Island ~~Applicable~~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

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 1 5.0307 ~~Bankruptcy~~— orSubmission ~~Receivership.~~ of Matters to a Vote of Security Holders

~~On August~~At ~~31,~~the ~~2022,~~special inmeeting of shareholders of iFresh Inc. (the ~~matter~~“Registrant” ~~KEYBANK~~or ~~NATIONAL~~the ~~ASSOCIATION~~“Company”) ~~vs.~~held ~~NYM~~on ~~HOLDING,~~September ~~INC.~~30, ~~IFRESH~~2022, ~~INC.,~~the ~~NEW~~shareholders ~~YORK~~of ~~MART~~the 8Registrant ~~AVE.,~~(the ~~INC., NEW~~“Shareholders”) ~~YORK~~voted ~~MART~~to: ~~EAST~~(i) ~~BROADWAY~~to ~~INC.,~~approve ~~NEW~~an ~~YORK~~amendment ~~SUPERMARKET~~to ~~EAST~~the ~~BROADWAY~~Company’s ~~INC.,~~Certificate ~~NEW~~of ~~YORK~~Incorporation ~~MART~~to ~~GROUP~~increase ~~INC.,~~the ~~MING’S~~number ~~SUPERMARKET,~~of ~~INC.,~~authorized ~~NEW~~shares ~~YORK~~of ~~MART~~the ~~MOTT~~Company’s ~~ST.,~~common ~~INC.,~~stock ~~NEW~~(the ~~YORK~~“Common ~~MART~~Stock”) ~~ROOSEVELT,~~to ~~INC.~~One Billion (1,000,000,000) ~~NEW~~shares; ~~YORK~~(ii) ~~MART~~to ~~SUNRISE~~confirm, ~~INC.,~~on ~~ZEN~~a ~~MKT~~non-binding advisory ~~QUINCY~~basis, ~~INC.,~~the ~~STRONG~~composition ~~AMERICA~~of ~~LIMITED, IFRESH~~the E.board ~~COLONIAL~~of ~~INC.,~~directors ~~IFRESH~~(the ~~GLEN~~“Board”) ~~COVE~~and ~~INC.,~~the ~~IFRESH~~appointment ~~BELLAIRE,~~of ~~INC.,~~the ~~NEW~~executive ~~YORK~~officers ~~MART~~of ~~AVE~~the Company; U(iii) ~~2ND~~to ~~INC.~~ratify, ~~NEW~~on ~~YORK~~a ~~MART~~non-binding ~~CT,~~advisory ~~INC.~~basis, ~~NEW YORK~~the ~~MART~~issuance N.of ~~MIAMI~~Sixty ~~INC.~~Million (60,000,000) ~~and~~shares ~~NYM~~of ~~MILFORD,~~the ~~LLC~~Common ~~(C.A.~~Stock Noto the designee of Mr. ~~22-1134~~Dengrong Zhou (~~UNA~~“Zhou Shares”)), ~~the~~as ~~United~~partial ~~States~~reimbursement ~~District~~of ~~Court~~legal offees ~~District~~advanced ofby ~~Delaware~~him in connection with a (lawsuit where the ~~“Court”)~~composition ~~issued~~of anthe ~~Order~~Board ~~Appointing~~was ~~Receiver~~confirmed (by the ~~“Order”~~Delaware Court of Chancery; (iv) to grant, ~~upon~~on a ~~motion~~non-binding ~~made~~advisory ~~by Keybank National~~basis, ~~Association~~discretionary ~~(“Keybank”)~~authority ~~which~~to ~~was~~the ~~consented~~Board to bytake all ~~the~~necessary ~~above-captioned~~actions ~~defendants~~as (the ~~“Defendants”)~~Board, ~~for the~~in ~~appointment~~its ~~and~~judgment, ~~creation~~may ofdeem anecessary, ~~receiver~~appropriate, or advisable in order to ~~take~~cause ~~exclusive~~the ~~custody,~~Common ~~control~~Stock ~~and~~to ~~management~~be ofuplisted ~~certain~~to ~~collateral~~The ~~(the “Receivership~~Nasdaq ~~Assets”~~Stock Market; (v) ~~made~~to byconfirm, ~~the~~on ~~Defendants~~a innon-binding ~~favor~~advisory ofbasis, the ~~KeyBank~~Company’s ~~pursuant~~plans to agrow ~~certain~~its ~~pledge~~grocery ~~agreement~~store business and ~~security agreement~~expand inthe ~~connection~~Company’s ~~with~~business ato ~~loan~~Canada, ~~arrangement~~Mexico ~~with~~and ~~Keybank~~the Caribbean; and (vi) to confirm, on a non-binding advisory basis, the ~~“Loan”)~~Company’s plans to conduct an internal audit.

Pursuant to the Order, effective as of September 6, 2022 (the “Effective Date”), the Court appointed Cynthia Romano, acting on behalf of CohnReznick LLP, as receiver (the “Receiver”) to take exclusive custody, control, and management of the Receivership Assets, which include: (i) all the Collateral as defined in the Pledge Agreement, dated February 27, 2017, made by iFresh Inc1. ~~(the~~The ~~“Company” or~~votes ~~“Registrant”)~~cast ~~in favor of KeyBank; (ii) all the Collateral as defined in the Pledge Agreement, dated December 23, 2016, made~~ by ~~NYM HOLDING, INC. (“NYMH”) in favor of KeyBank; (iii) all~~ the ~~Collateral~~Shareholders aswith ~~defined in the Security Agreement, dated~~respect ~~December~~to ~~23, 2016, made by~~ the ~~Defendants~~increase ~~(other than the Company and NYM Milford LLC (“NYM Milford”) in favor~~ of ~~KeyBank; and (iv) all~~ the ~~Premises~~authorized asshares ~~defined in the Open-End Mortgage Deed and Security Agreement, dated May 20, 2019, made by NYM Milford in favor~~ of ~~KeyBank.~~Common AsStock ofwere the Effective Date, the Receiver shall have exclusive operational control of the businesses of the Receivership Defendants, which are all the Defendants excluding the Company, relating to the Receivership Assets (the “Receivership Businesses”) in accordance with the terms of the Order and until such time as ~~provided by the Order (the “Receivership”). The Receivership Assets are placed in custodia legis and are subject to the exclusive jurisdiction of the Court.~~follows:

The Order also specifies that the Receivership Assets shall not include (i) 100% of the stock of (x) E Compass, a shell company with no subsidiaries, or (y) I Fresh (BVI) Co, Ltd., a holding company with three direct or indirect subsidiaries, Xiamen DL Medical Technology Co, Ltd., Hubei Rongentang Wine Co, Ltd., and Jiuxiang Blue Sky Technology (Beijing) Co, Ltd. (collectively and including such subsidiaries, the “Sister Companies”), in each case, owned by the Company; (ii) the Sister Companies’ assets; (iii) any assets of the Company that are not Receivership Assets; or (iv) any causes of action held by the Company; and the Receivership shall not include any businesses of the Company or the Sister Companies (collectively, the “Excluded Businesses”).

For				Votes Against				Votes Abstain				Broker Non-Vote				% Votes for (Based on Total Proxy Shares)
	81,199,947				8,685,827				227.00				0				84.34

2. The ~~Receiver~~ ~~was~~votes ~~granted~~cast ~~all~~by the ~~rights,~~Shareholders ~~duties,~~with respect ~~and~~to ~~responsibilities of a court~~non-~~appointed~~binding ~~receiver,~~advisory ~~including~~vote ~~without~~confirming ~~limitation, custody, control, management, and sale of any part of or all~~ the ~~Receivership~~director ~~Assets~~ and ~~the~~executive ~~Receivership~~officer ~~Businesses,~~confirmation ~~provided~~were ~~that~~as ~~no Receivership Asset subject to a lien or security interest in favor of Keybank shall be sold without the prior written consent of Keybank.~~follows:

Pursuant to the Order, the Defendants and each of their respective current and former owners, directors, officers, members, managers, employees, affiliates, successors, assigns, attorneys, accountants, agents, independent contractors, creditors, and other representatives, or any other persons or entities acting in concert or participating with any Defendant, and all those who are under the Defendants’ direction or control (collectively, the “Defendant Parties”), are directed to fully and immediately cooperate with the Receiver to ensure an orderly transfer of the custody, control, and management of the Receivership Assets, and the operational control of the Receivership Businesses, to the Receiver, including, without limitation, turning over any Receivership Assets in their possession or control to the Receiver and providing the Receiver with any information and documents in their possession or control relevant to the Receivership Assets and/or the Receivership Businesses. Any entity or person that willfully interferes with the authority of the Receiver as set forth in the Order or any subsequent order of the Court shall be subject to all appropriate penalties provided for under the laws of the State of Delaware and the United States, and any such conduct may be punishable as a contempt of Court.

For				Votes Against				Votes Abstain				Broker Non-Vote				% Votes for (Based on Total Proxy Shares)
	79,710,261				7,738,447				112,465				2,324,828				82.80

13. The votes cast by the Shareholders with respect to non-binding advisory vote ratifying the issuance of Zhou Shares as follows:

Pursuant to the Order, all Defendant Parties, creditors, claimants, bodies politic, parties in interest, and their respective attorneys, agents, employees, and all other persons, firms, and corporations are jointly and severally enjoined and stayed from commencing or continuing any action at law or suit or proceeding in equity to foreclose any lien or enforce any claim against the Receivership Assets, the books, records, revenues, profits, and related assets of the Receivership Businesses, or against the Receiver in any court; provided, however, that (a) the Company may commence actions at law, suits, and proceedings related to causes of action held by the Company; (b) certain Defendant Parties are presently party to existing actions at law, suits, and proceedings against other Defendant Parties, and all such Defendant Parties may continue such existing actions at law, suits, and proceedings; and (c) certain Defendant Parties may commence additional actions against other Defendant Parties, and all such Defendant Parties may continue such additional actions, provided that, in each case, such actions at law, suits, and proceedings do not seek relief contrary to the terms of the Order.

For		Votes Against		Votes Abstain		Broker Non-Vote		% Votes for (Based on Total Proxy Shares)
								With votes by Zhou Shares	Without votes by Zhou Shares as if Zhou Shares had not been issued
	79,659,609		7,896,493		5,071		2,324,828	82.74		54.20

4. The ~~Receiver’s~~ ~~rights~~votes ~~and~~cast ~~duties~~by ~~with respect to~~ the ~~Receivership~~Shareholders ~~Assets and the Receivership and as Receiver shall cease and terminate only upon further order of the Court, which may be entered into~~ with ~~the consent of the Receiver, Plaintiff, and all of the Defendants~~ orrespect atto ~~requested~~non-binding byadvisory ~~the~~vote ~~Receiver,~~confirming ~~Keybank or~~ the ~~Defendants.~~NASDAQ Atuplisting ~~termination,~~initiative towere ~~the extent not transferred~~ as ~~part of a sale of the Receivership Assets, the Receiver shall, among other things, transfer all other property to the respective Receivership Defendant owning such property.~~follows:

Nothing in the Order modifies, amends, or limits in any way whatsoever the rights of KeyBank under the Loan to approve sales, to credit bid, to receive payment of all proceeds arising from the sale of any or all the Receivership Assets prior to all other creditors, and to refuse to release its interest in the Receivership Assets.

For				Votes Against				Votes Abstain				Broker Non-Vote				% Votes for (Based on Total Proxy Shares)
	79,874,793				7,685,388				992				2,324,828				82.97

~~This description~~5. ofThe ~~the~~votes ~~Order~~cast isby ~~not~~the Shareholders ~~complete~~with ~~and~~respect isto ~~qualified~~non-binding inadvisory ~~its~~vote ~~entirety~~confirming ~~by reference to~~ the ~~text~~business ofexpansion ~~the~~initiative ~~Order,~~were ~~a copy of which is filed~~ as ~~Exhibit 3.1 to this Form 8-K.~~follows:

Item 9.01. Financial Statements and Exhibits.

For				Votes Against				Votes Abstain				Broker Non-Vote				% Votes For (Based on Total Shares Voted)
	79,864,624.				7,689,309				7,240				2,324,828				82.96

~~(d) Exhibits~~6. The votes cast by the Shareholders with respect to non-binding advisory vote confirming the internal audit were as follows:

Exhibit No.		Exhibit Description
For			Votes Against		Votes Abstain		Broker Non-Vote		% Votes For (Based on Total Shares Voted)
3.1		Order Appointing Receiver dated August 31, 2022
	79,909,461			7,651,545		167		2,324,828		83.00
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: ~~September~~ 6October 4, 2022

iFRESH INC.

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

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