Sec Form 13D Filing - Zhou Dengrong filing for iFresh Inc. (IFMK) - 2021-01-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. __)*

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

Explanatory Note

This Schedule 13D is being filed jointly by Dengrong Zhou, Qiang Ou, Kairui Tong, and Hao Huang (collectively, the “Reporting Persons”). Mr. Zhou and Mr. Ou had previously filed a Schedule 13D/A, dated as of September 5, 2020, reporting that they were part of a group that included HK Xu Ding Co. Limited, a Hong Kong company (“Xu Ding”), and Ping Zhou. The Schedule 13D/A purportedly amended Schedule 13D filed on February 21, 2019, jointly by Xu Ding and Junfeng Liu. Mr. Zhou and Mr. Ou subsequently learned that although Ping Zhou believed that she had acquired ownership of Xu Ding from the owner of its shares, the signature of the owner on the transfer documents filed with the Hong Kong government registry had been forged and she did not own any shares of Xu Ding. Accordingly, Ping Zhou had no authority act on behalf of Xu Ding to file the Schedule 13D/A. Therefore, Mr. Zhou and Mr. Ou now disavow group status with Xu Ding and Ping Zhou. The Reporting Persons are filing this separate Schedule 13D to report their ownership of shares in the Issuer and their status as a group.

This statement relates to the shares of common stock, par value $0.0001 (the “Common Stock”) of iFresh Inc. (the “Issuer”), a Delaware corporation with its principal office located at 2-39 54th Avenue, Long Island City, New York.

Pursuant to a purchase agreement, dated as of March 25, 2020, among the Issuer, Mr. Zhou and Mr. Ou, Mr. Zhou purchased from the Issuer 1,031,679 shares of the Issuer’s Common Stock and Mr. Ou purchased from the Issuer 751,488 shares of the Issuer’s Common Stock for a total combined purchase price of $2,500,000. The source of funds for Mr. Zhou’s purchase was an interest-free loan from Mr. Bin Zhou in the amount of $1,446,413, payable on demand. The loan was made pursuant to an oral agreement between Mr. Zhou and Mr. Bin Zhou. The source of funds for Mr. Ou’s purchase was an interest free loan from Mr. Bin Zhou in the amount of $1,010,000, payable on demand, and an interest-free loan from Ms. Yun Kang in the amount of $43,587, payable on demand, for an aggregate purchase price of $1,053,587. The loans were made pursuant to oral agreements between Mr. Ou and Mr. Bin Zhou and Ms. Yun Kang, respectively. Mr. Bin Zhou is the nephew of Mr. Zhou.

On March 26, 2020, Mr. Tong entered into a purchase agreement with the Issuer, pursuant to which he acquired 2,311,423 shares of Common Stock of the Issuer and 600 shares of the Issuer’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), subject to rights described in Item 5 of this statement, in exchange for the Issuer’s acquisition of Mr. Tong’s 60% equity interests in Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd. Pursuant to the purchase agreement, the Issuer also purchased a 40% interest in the two companies from Mr. Huang. As a result, these two companies became indirect wholly-owned subsidiaries of the Issuer.

On March 26, 2020, Mr. Huang entered into a purchase agreement with the Issuer, pursuant to which he acquired 1,540,949 shares of Common Stock of the Issuer and 400 shares of the Issuer’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), subject to rights described in Item 5 of this statement, in exchange for the Issuer’s acquisition of Mr. Huang’s 40% equity interests in Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd. Pursuant to the purchase agreement, the Issuer also purchased a 60% interest in the two companies from Mr. Tong. As a result, these two companies became indirect wholly-owned subsidiaries of the Issuer.

The Reporting Persons intend to review on a continuing basis the investment in the Issuer. Based on such review, the Reporting Persons may acquire, or ca use to be disposed of, securities of the Issuer at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors. The Reporting Persons may also engage in discussions with the Issuer and Issuer’s management and board of directors, other stockholders of the Issuer and other interested parties that may relate to the governance and board composition, management, business, operations, strategic plans, and the future of the Issuer. Based on such discussions, we may suggest changes in the Issuer’s governance and board composition, management, business, operations, strategic plans, and the future of the Issuer.

Except as otherwise described in this Item 4 or in Item 6 of this Statement, none of the Reporting Persons has any current plans or proposals which relate to or would result in: (a) the acquisition by any of them of additional securities of the Issuer, or the disposition of the securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer’s business or corporate structure; (f) changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (i) any action similar to those enumerated above.

Dengrong Zhou

Qiang Ou

Kairui Tong

Hao Huang

Except as described in Item 4, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to the Common Stock of the Issuer reported herein.

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 11, 2021