Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On September 22, 2021, iFresh Inc. (the “Company”)
received notice from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s
common stock would be subject to suspension and delisting from Nasdaq due to the Company’s continued non-compliance with Nasdaq
Listing Rules 5620(a) (the “Annual Meeting Rule”) and 5250(c)(1) (the “Filing Rule” and, collectively, the “Listing
Rules”). The Company did not hold an annual meeting for the fiscal year ended March 31, 2020 by March 31, 2021 and has not yet filed
the Form 10-K for the fiscal year ended March 31, 2021 or the Form 10-Q for the quarter ended June 30, 2021 (collectively, the “Delayed
Reports”) with the Securities and Exchange Commission (the “SEC”).
The Company plans to timely request a hearing
before the Panel, which request will automatically stay any suspension or delisting action by the Staff through October 7, 2021. In accordance
with the procedures set forth in the Nasdaq Listing Rules and concurrent with the hearing request, the Company will request a further
stay of any suspension or delisting action by Nasdaq beyond October 7, 2021; that is, pending the ultimate conclusion of the hearing process.
As previously disclosed, the Company did not timely
hold an annual meeting for the fiscal year ended March 31, 2020 by March 31, 2021 but was subsequently granted an extension by the Staff
to regain compliance with that requirement, through September 28, 2021. Additionally, the Company was unable to timely file the Delayed
Reports with the SEC due to the Company’s ongoing review of certain material transactions and the appropriate accounting therefor,
including seeking guidance from the SEC’s Office of the Chief Accountant, and the Company’s subsequent determination that
it must restate certain of its previously filed financial statements (the “Restatement Process”). As requested by the Staff,
the Company submitted a plan to regain compliance with the Filing Rule within the discretionary period available to the Staff; however,
given the Company’s inability to evidence compliance with the Annual Meeting Rule prior to the September 28, 2021 extension date,
the Staff could not consider the Company’s filing plan and was required by the Nasdaq Listing Rules to issue a delist determination.
At the hearing, the Company will request that
the Panel continue the Company’s listing on Nasdaq pending the Company’s compliance with the Listing Rules. The Panel has
the discretion to grant the Company an extension to regain compliance with the Annual Meeting Rule through March
28, 2022, which is 360 days from the deadline to hold the annual meeting for the fiscal year
ended March 31, 2020. The Panel has the discretion to grant the Company an extension to regain compliance with the Filing Rule through
July 11, 2022, which is 360 days from the original due date for the filing of the first delinquent
report; in this case, 360 days from the deadline for the filing of the Form 10-K for the fiscal year ended March 31, 2021, or July 14,
2021.
The Company believes it has made significant progress
in the Restatement Process, which must be completed and all necessary restated financial statements filed with the SEC before the Company
will be in a position to file the Delayed Reports and, thereafter, a proxy statement for a combined 2020/2021 annual meeting. The Company
is working with all due haste to file the Delayed Reports and to hold the annual meeting as promptly as practicable; however, there can
be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence
compliance with the Nasdaq listing criteria within the period of time that may be granted to the Company by the Panel.
The Company issued a press release on September
28, 2021, disclosing receipt of the Staff’s September 22, 2021, notification. A copy of the press release is furnished herewith
as Exhibit 99.1.