Amended Statement of Beneficial Ownership (sc 13d/a)
21 Gennaio 2021 - 10:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
iFresh Inc.
|
(Name of Issuer)
|
Common
Stock, $0.0001 par value
|
(Title of Class of Securities)
|
449538
107
|
(CUSIP Number)
|
Dengrong Zhou
136-20 38th
AVE, Apt 9C, Flushing, NY 11354
Qiang Ou
412 Argyle
Rd, Mineola, NY 11501
Kairui Tong
38 Liemashan Lane, Shiliutan Road
Xian’an District, Xianning City,
Hubei, China 437000
Hao Huang
53 10th Street, Dangui Xiangdi
Xian’an District, Xianning City,
Hubei, China 437000
Fei Zhang
No. 136-30, Yue Jin Village, Da Du Kou
District
Chong Qing City, China 400080
Meng Liu
No. 1402, Building 4, San Yuan Li Bei
Xiao Street
Chaoyang District, Beijing, China 100027
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
01/12/2021
|
(Date of Event which Requires Filing of this
Statement)
|
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because
of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D/A
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Dengrong
Zhou
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
People’s
Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
1,031,679
|
|
8
|
SHARED VOTING POWER
|
|
0
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
1,031,679
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
1,031,679
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
2.84%(1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
|
|
|
|
(1)
|
Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and
outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement
on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of
December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating
that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.
|
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Qiang
Ou
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
751,488
|
|
8
|
SHARED VOTING POWER
|
|
0
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
751,488
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
751,488
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
2.07%(1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
|
|
|
|
(1)
|
Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and
outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement
on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of
December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating
that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.
|
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Kairui
Tong
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
SC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
People’s
Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
2,311,423
|
|
8
|
SHARED VOTING POWER
|
|
None
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
2,311,423
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
2,311,423
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
6.37%(1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
|
|
|
|
(1)
|
Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and
outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement
on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of
December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating
that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.
|
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Hao Huang
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
SC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
People’s
Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
1,540,949
|
|
8
|
SHARED VOTING POWER
|
|
None
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
1,540,949
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
1,540,949
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
4.25%(1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
|
|
|
|
(1)
|
Based on a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and
outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement
on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of
December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating
that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.
|
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Fei Zhang
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
SC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
People’s
Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
4,532,668
|
|
8
|
SHARED VOTING POWER
|
|
None
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
4,532,668
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
4,532,668
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
12.50%(1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
|
|
|
|
(1)
|
Based on a total of 36,273,437 shares of Common Stock, par value
$0.0001 per share, issued and outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its
registration statement on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were
outstanding as of December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January
8, 2021, stating that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.
|
1
|
NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Meng Liu
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
SC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
People’s
Republic of China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
503,630
|
|
8
|
SHARED VOTING POWER
|
|
None
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
503,630
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
None
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
|
503,630
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
|
1.39%(1)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
|
|
|
|
(1)
|
Based on a total of 36,273,437 shares of Common Stock, par value $0.0001
per share, issued and outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration
statement on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding
as of December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating
that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021.
|
Explanatory Note
This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed on January 12, 2020 (the “Original
Schedule 13D”) by Dengrong Zhou, Qiang Ou, Kairui Tong, and Hao Huang. This Amendment No. 1 is being jointly filed by Dengrong
Zhou, Qiang Ou, Kairui Tong, Hao Huang, Fei Zhang, and Meng Liu (collectively, the “Reporting Persons”) to update
certain information with respect to the “group” status. As of September 16, 2020, the Reporting Persons have been
acting as a “group” within the meaning of Section 13(d)(3) of the Exchange Act. As of the date of this Amendment No.
1, HK Xu Ding Co., Limited (“Xu Ding”), HK Suixin Co., Limited (“HK Suixin”), Lin Wang (“Ms. Wang”)
and Baofeng Pan (“Mr. Pan”) (collectively, the “Xu Ding Filers”) became members of that group. The Xu
Ding Filers will separately file an amendment to their own Schedule 13D originally filed on February 21, 2019, as amended by Amendment
No.1 on September 5, 2019 and Amendment No.2 on January 12, 2020, to report their participation in the new group with the Reporting
Persons. Collectively, the newly formed group owns 18,966,826 shares of Common Stock of iFresh, Inc. (the “Issuer”),
comprising 52.29% of a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and outstanding as of January
6, 2020. Unless otherwise stated, the information set forth in the Original Schedule 13D
remains accurate in all respects.
Item 2.
|
Identity and Background
|
Item 2 is hereby amended
and supplemented as follows:
|
“(a)
|
The persons filing this statement include Fei Zhang (“Mr. Zhang”) and Meng Liu (“Ms. Liu”).
|
|
(b)
|
Mr. Zhang’s address is No. 136-30, Yue Jin Village, Da Du Kou District, Chong Qing City, China 400080. Ms. Zhang’s present occupation is entrepreneur. Ms. Liu’s address is No. 1402, Building 4, San Yuan Li Bei Xiao Street, Chaoyang District, Beijing, China. Ms. Liu’s present occupation is entrepreneur.
|
|
(c)
|
During the last five years, neither Mr. Zhang nor. Ms. Liu has been convicted in any criminal proceedings.
|
|
(d)
|
During the last five years, neither Mr. Zhang nor Ms. Liu has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
|
|
(e)
|
Mr. Zhang is a citizen of People’s Republic of China. Ms. Liu is a citizen of People’s Republic of China.”
|
Item 3.
|
Source and Amount of Funds or Other Considerations
|
Item 3 is hereby amended
and supplemented as follows:
“On August 6, 2020, Mr. Zhang entered into a Purchase
Agreement with the Issuer, pursuant to which he acquired 4,532,668 shares of Common Stock of the Issuer and 900 shares of the Issuer’s
Series C Convertible Preferred Stock (the “Series C Preferred Stock”) in exchange for the Issuer’s acquisition
of Mr. Zhang’s 90% equity interest in Jiuxiang Blue Sky Technology (Beijing) Co., Ltd. Pursuant to the Purchase Agreement,
the Issuer also purchased a 10% interest in Jiuxiang Blue Sky Technology (Beijing) Co., Ltd. from Meng Liu, who acquired 503,630
shares of Common Stock of the Issuer and 100 shares of the Issuer’s Series C Preferred Stock. As a result, Jiuxiang Blue
Sky Technology (Beijing) Co., Ltd became an indirect wholly-owned subsidiary of the Issuer. None of the consideration for the shares
Mr. Zhang or Ms. Liu acquired under the Purchase Agreement was represented by borrowed funds.”
Item 4.
|
Purpose of Transaction
|
Item 4 is hereby amended
and supplemented as follows:
“Pursuant to a written consent executed
by the holders of a majority of the stock of the Issuer entitled to vote on the election of directors and dated as of January 12,
2020 (the “Consent”), the Reporting Persons, along with the Xu Ding Filers, adopted resolutions pursuant to Section
228 and 141(k) of the Delaware General Corporation Law to remove and replace certain members of the Board of Directors of the Issuer
and to amend the Amended and Restated By-Laws of the Issuer to provide that vacancies in the board of directors may be filled only
by the affirmative vote of the holders of shares representing a majority of the voting power of the Issuer’s capital stock
entitled to vote for the election of directors and not be filled by the board of directors unless the vacancy is not filled by
shareholder action. Such change in the board of directors, effective immediately upon the effectiveness of the resolutions, (1)
removed Long Deng and Mark Feng as directors without cause, and (2) elected Qiang Ou and Jiandong Xu as directors to fill the resulting
vacancies.
The foregoing description does not
purport to be complete and is qualified in its entirety by reference to the full text of the Consent, which is incorporated
by reference in its entirety into this Item 4. The foregoing is not intended to limit the matters previously disclosed
in Item 4 of this Schedule 13D.”
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended
and supplemented as follows:
|
“(a) - (b)
|
The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (based upon a total of 36,273,437 shares of Common Stock, par value $0.0001 per share, issued and outstanding as of January 6, 2021. The calculation is based on the Issuer’s disclosure in its registration statement on Form S-1, filed with the SEC on December 22, 2020, stating that 30,230,383 shares of Common Stock were outstanding as of December 21, 2020 and subsequent disclosures in its Current Report on Form 8-K, filed with the SEC on January 8, 2021, stating that the Issuer issued 6,043,054 shares of Common Stock to Mr. Long Deng on January 6, 2021) are as follows:
|
Fei Zhang
a)
|
|
Amount beneficially owned: 4,532,668
|
|
Percentage: 12.50%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
4,532,668
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
0
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
4,532,668
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
0
|
Meng Liu
a)
|
|
Amount beneficially owned: 503,630
|
|
Percentage: 1.39%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
|
503,630
|
|
ii.
|
Shared power to vote or to direct the vote:
|
|
0
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
|
503,630
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
|
0
|
(c)
|
None of the Reporting Persons has effected any transactions of the Common Stock during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule which information is incorporated herein by reference.
|
(d)
|
The Reporting Persons have the right to receive dividends from, and the proceeds from the sale of, the shares of the Common Stock covered by this Schedule. To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the Common Stock of the Issuer reported herein as beneficially owned by the Reporting Persons.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 is hereby amended and supplemented
as follows:
“The information set forth in Item
4 of this Amendment No. 1 is incorporated by reference into this Item 6.”
Item 7.
|
Material to Be Filed as Exhibits
|
Item 7 is hereby amended and restated in
its entirety as follows:
“The following exhibits are filed
as exhibits hereto:
Exhibit 99.1
|
Joint
Filing Agreement, dated as of January 21, 2021, by and among Dengrong Zhou, Qiang Ou, Kairui Tong, Hao Huang, Fei Zhang and
Meng Liu.
|
Exhibit
99.2
|
iFresh, Inc. Resolution Adopted by Written Consent of Stockholder, dated as of January 12, 2021.
|
Exhibit
99.3
|
Purchase
Agreement, dated as of August 6, 2020, by and among iFresh Inc.,
Meng Liu, and Fei Zhang, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August
7, 2020
|
”
Signature
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 21, 2021
/s/ Dengrong Zhou
|
|
Dengrong Zhou
|
|
|
|
|
|
/s/ Qiang Ou
|
|
Qiang Ou
|
|
|
|
|
|
/s/ Kairui Tong
|
|
Kairui Tong
|
|
|
|
|
|
/s/ Hao Huang
|
|
Hao Huang
|
|
|
|
/s/ Fei Zhang
|
|
Fei Zhang
|
|
|
|
|
|
/s/ Meng Liu
|
|
Meng Liu
|
|
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