Exhibit
4.7


 


DESCRIPTION
OF REGISTERED SECURITIES


 


General


 


iFresh
Inc. has one class of securities, Common Stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended.
The following description of Common Stock summarizes the material terms and provisions of the Common Stock as set forth in our
articles of incorporation and bylaws, but it is not complete. For the complete terms of our Common Stock, please refer to our
articles of incorporation, as may be amended from time to time, and our bylaws, as amended from time to time. The Delaware General
Corporation Law may also affect the terms of these securities.


 


As
of August 6, 2020, our authorized capital stock consists of 1,000,000 shares of preferred stock, $0.0001 par value per
share, of which 1,000 shares of Series A Preferred Stock is issued and outstanding and 1,000 shares of Series B Convertible Preferred
Stock is issued and outstanding; and 100,000,000 shares of Common Stock, $0.0001 par value per share, of which 25,194,085 shares
are issued and outstanding.


 


The
authorized and unissued shares of our Common Stock and preferred stock are available for issuance without further action by our
stockholders, unless such action is required by applicable law or the rules of The Nasdaq Capital Market, or any stock exchange
on which our securities may be listed at such time. Unless approval of our stockholders is so required, our board of directors
will not seek stockholder approval for the issuance and sale of our Common Stock.


 


Preferred
Stock


 


On
December 11, 2019, we entered into an agreement with Long Deng, our Chief Executive Officer, pursuant to which we issued 1,000
shares of its preferred stock to Mr. Deng in exchange for the cancellation of $3,500,000 of liabilities. The shares of preferred
stock are only convertible into shares of common stock if the conversion is approved by iFresh’s stockholders. If the conversion
is approved, the preferred stock will result in the issuance of 9,210,526 shares of common. Long Deng is the Chief Executive Officer
and a director of iFresh.


 


On
March 26, 2020, we entered into an agreement (the “Acquisition Agreement”) with Kairui Tong and Hao Huang (collectively,
the “Sellers”) and Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd., pursuant to which the
Sellers sold their 100% interest in Hubei Rongentang Wine Co., Ltd. and Hubei Rongentang Herbal Wine Co., Ltd. (collectively,
the “Target Companies”) to us in exchange for 3,852,372 shares of the Company’s common stock and 1,000 shares
of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Upon approval of the
Company’s shareholders, the 1,000 shares of Series B Preferred Stock will be converted into 3,834,796 shares of our common
stock.


 


Both
the Series A Convertible Preferred Stock and the Series B Convertible Stock have a liquidation preference but no voting rights. 
Each series is convertible automatically up on stockholder approval of the conversion, but is not otherwise convertible.


 


Common
Stock


 


The
holders of iFresh Common Stock are entitled to one vote for each share held on all matters to be voted on by shareholders and
do not have cumulative voting rights. The holders of iFresh Common Stock are entitled to receive dividends, if and when declared
by the board of directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of
iFresh, iFresh’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after
payment of liabilities and after provision is made for each class of stock, if any, having preference over the iFresh Common Stock.
iFresh’s common shareholders have no preemptive or other subscription rights. 


 


Subject
to exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within
the prior three years did own, 15% or more of the corporation’s voting stock.


 


Our
Common Stock is listed on The Nasdaq Capital Market under the symbol “IFMK.” The transfer agent and registrar for
our Common Stock is Continental Stock Transfer and Trust Company, 17 Battery Place, New York, New York 10004.


 


Delaware
Law Affecting Business Combinations


 


We
are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware. Subject to certain exceptions,
Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested
stockholder” for a period of three years after the person became an interested stockholder, unless the business combination
is approved in a prescribed manner. A “business combination” includes mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder.