HF Foods Group Inc. Files 8-K with Material Agreements & Officer Changes

TL;DR

HF Foods Group Inc. (HFFG) filed an 8-K detailing material agreements, officer departures/appointments, and financial updates.

AI Summary

HF Foods Group Inc. announced on April 8, 2024, that it entered into a material definitive agreement. The company also reported on material modifications to the rights of security holders and the departure of directors or certain officers, along with the election of directors and appointment of officers. Additionally, compensatory arrangements for certain officers were detailed, and financial statements and exhibits were filed.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, modifications to security holder rights, and changes in directors/officers, suggesting potential shifts or complexities within the company.

Key Players & Entities

• HF Foods Group Inc. (company) — Registrant
• Atlantic Acquisition Corp. (company) — Former Company Name
• Stars Acquisition Corp. (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value HFFG Nasdaq Capital Market

Filing Documents

• hffg-20240408.htm (8-K) — 31KB
• 0001680873-24-000014.txt ( ) — 195KB
• hffg-20240408.xsd (EX-101.SCH) — 2KB
• hffg-20240408_def.xml (EX-101.DEF) — 16KB
• hffg-20240408_lab.xml (EX-101.LAB) — 27KB
• hffg-20240408_pre.xml (EX-101.PRE) — 17KB
• hffg-20240408_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 11, 2024, HF Foods Group Inc., a Delaware corporation (the "Company"), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent (the "Rights Agent"), entered into an Amendment to the Stockholder Rights Agreement, dated as of April 11, 2024 (the "Amendment"), which amended the Stockholder Rights Agreement, dated as of April 11, 2023 (the "Rights Agreement"), by and between the Company and the Rights Agent. The Amendment extends the final expiration date of the Rights Agreement from April 11, 2024 to April 11, 2025. The Company is actively working to resolve the concerns which led it to first adopt the stockholder rights plan in April 2023 and may consider an earlier termination of the stockholder rights plan if warranted. The Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The description of the Amendment herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.2. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective April 8, 2024, Carlos Rodriguez has departed the Company and will no longer serve as the Chief Financial Officer of the Company. Mr. Rodriguez's departure from the Company was not the result of any disagreement with the Company on any matter related to the Company's operations, policies or practices. As previously reported, Xi Lin (aka Felix Lin), the Company's President and Chief Operating Officer, has served as the Company's interim Chief Financial Officer since February 9, 2024. The Company has commenced a search for a permanent Chief Financial Officer. Mr. Lin will continue to serve in the role of interim Chief Financial Officer until the Company appoints a permanent Chief Financial Officer.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibits 4.1 Preferred Stock Rights Agreement, dated as of April 11, 2023, by and between HF Foods Group Inc. and American Stock Transfer & Trust Company, LLC, as rights agent (Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-A filed on April 12, 2023). 4.2 Amendment to Preferred Stock Rights Agreement, dated as of April 11, 2024, by and between HF Foods Group Inc. and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent (Incorporated by reference to Exhibit 4.2 of Amendment No. 2 to the Company's Registration Statement on Form 8-A filed on April 12, 2024). 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HF FOODS GROUP INC. Date: April 12, 2024 /s/ Felix Lin Felix Lin Interim Chief Financial Officer; President and Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR