Item
1.03 Bankruptcy or Receivership.
On
August 31, 2022, in the matter KEYBANK NATIONAL ASSOCIATION vs. NYM HOLDING, INC., IFRESH, INC., NEW YORK MART 8 AVE., INC., NEW
YORK MART EAST BROADWAY INC., NEW YORK SUPERMARKET EAST BROADWAY INC., NEW YORK MART GROUP INC., MING’S SUPERMARKET, INC., NEW
YORK MART MOTT ST., INC., NEW YORK MART ROOSEVELT, INC., NEW YORK MART SUNRISE, INC., ZEN MKT QUINCY, INC., STRONG AMERICA LIMITED,
IFRESH E. COLONIAL INC., IFRESH GLEN COVE INC., IFRESH BELLAIRE, INC., NEW YORK MART AVE U 2ND INC., NEW YORK MART CT, INC., NEW
YORK MART N. MIAMI INC., and NYM MILFORD, LLC (C.A. No. 22-1134 (UNA)), the United States District Court of District of Delaware
(the “Court”) issued an Order Appointing Receiver (the “Order”), upon a motion made by Keybank National
Association (“Keybank”) which was consented to by all the above-captioned defendants (the “Defendants”), for
the appointment and creation of a receiver to take exclusive custody, control and management of certain collateral (the
“Receivership Assets”) made by the Defendants in favor of KeyBank pursuant to a certain pledge agreement and security
agreement in connection with a loan arrangement with Keybank (the “Loan”).
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 Inc. (the “Company”
or “Registrant”) 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 as defined in the Security Agreement, dated
December 23, 2016, made by the Defendants (other than the Company and NYM Milford LLC (“NYM Milford”) in favor of KeyBank;
and (iv) all the Premises as defined in the Open-End Mortgage Deed and Security Agreement, dated May 20, 2019, made by NYM Milford in
favor of KeyBank. As of 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.
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”).
The
Receiver was granted all the rights, duties, and responsibilities of a court-appointed receiver, including without limitation, custody,
control, management, and sale of any part of or all the Receivership Assets and the Receivership Businesses, provided that no Receivership
Asset subject to a lien or security interest in favor of Keybank shall be sold without the prior written consent of Keybank.
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.
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.
The
Receiver’s rights and duties with respect to the Receivership 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
or at requested by the Receiver, Keybank or the Defendants. At termination, to 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.
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.
This
description of the Order is not complete and is qualified in its entirety by reference to the text of the Order, a copy of which is filed
as Exhibit 3.1 to this Form 8-K.