HF Foods Group Inc. Files Material Definitive Agreement 8-K

TL;DR

HF Foods Group Inc. signed a big deal, details to come.

AI Summary

On September 25, 2025, HF Foods Group Inc. filed an 8-K report to disclose the entry into a material definitive agreement. The filing does not provide specific details about the agreement, the other parties involved, or any associated financial figures.

Why It Matters

This filing indicates a significant new agreement for HF Foods Group Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• HF Foods Group Inc. (company) — Registrant
• September 25, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Atlantic Acquisition Corp. (company) — Former Company Name
• Stars Acquisition Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value HFFG Nasdaq Capital Market
• $100 million — ng an aggregate offering price of up to $100 million from time to time through the Sales Age

Filing Documents

• hffg-20250925.htm (8-K) — 37KB
• exhibit51-akermanllpopinion.htm (EX-5.1) — 14KB
• exhibit101-salesagreementx.htm (EX-10.1) — 267KB
• exhibit991-pressreleasexatm.htm (EX-99.1) — 10KB
• image_0.jpg (GRAPHIC) — 17KB
• imagea.jpg (GRAPHIC) — 6KB
• 0001680873-25-000060.txt ( ) — 586KB
• hffg-20250925.xsd (EX-101.SCH) — 2KB
• hffg-20250925_def.xml (EX-101.DEF) — 16KB
• hffg-20250925_lab.xml (EX-101.LAB) — 27KB
• hffg-20250925_pre.xml (EX-101.PRE) — 17KB
• hffg-20250925_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On September 25, 2025, HF Foods Group, Inc. (the "Company") entered into a Sales Agreement (the "Sales Agreement") with D.A. Davidson & Co. and Roth Capital Partners, LLC (the "Sales Agents"), pursuant to which the Company may sell, from time to time, at its option, shares (the "Shares") of the Company's common stock through or to the Sales Agents. The issuance and sale, if any, of shares of the Company's common stock under the Sales Agreement will be pursuant to the Company's registration statement on Form S-3 (File No. 333-281918), which became effective on September 17, 2024, and the related prospectus supplement dated September 25, 2025 (the "Prospectus Supplement"), in each case filed with the U.S. Securities and Exchange Commission (the "SEC"). In accordance with the terms of the Sales Agreement, under the Prospectus Supplement, the Company may offer and sell shares of its common stock having an aggregate offering price of up to $100 million from time to time through the Sales Agents. The Company intends to use the proceeds from any sales for general corporate purposes which may include, among other things, funding capital expenditures, paying for possible acquisitions or the expansion of our business, and general working capital purposes. The sale, if any, of shares of the Company's common stock under the Sales Agreement will be made by any method permitted that is deemed to be an "at-the-market" equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Capital Market or any other trading market for the Company's common stock. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use commercially reasonable efforts to sell the shares of the Company's common stock from time to time, based upon the Company's instructions. The compensation payable to the Sales Agent

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 5.1 O pinion of Akerman LLP 10.1 Sales Agreement, by and among HF Foods Group Inc., D.A. Davidson & Co. and Roth Capital Partners, LLC, dated September 2 5 , 2025 * 23.1 Consent of Akerman LLP (contained in Exhibit 5.1 ) 99.1 P ress R elease, dated S eptem ber 25 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are both (i) not material to investors and (ii) the type of information that the Company customarily and actually treats as private or confidential, and have been marked with [***]'' to indicate where omissions have been made. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

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: September 25, 2025 /s/ Cindy Yao Cindy Yao Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR