HF Foods Group Inc.

0001680873 false 12/31 0001680873 2026-06-11 2026-06-11 0001680873 2026-01-01 2026-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2026 HF FOODS GROUP INC. (Exact name of registrant as specified in its charter) Delaware State or other Jurisdiction of incorporation ) 001-38180 (Commission File No.) 81-2717873 (IRS Employer Identification No) 6325 South Rainbow Boulevard , Suite 420 Las Vegas , Nevada (Address of principal executive offices) 89118 (Zip Code) Registrant’s telephone number, including area code: ( 888 )- 905-0998 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act : Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.0001 par value HFFG Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitieve Agreement. On June 11, 2026, the Board of Directors (the “Board”) of HF Foods Group Inc., a Delaware corporation (the “Company”), authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of common stock, par value $0.0001 per share (the “Common Stock”), of the Company to stockholders of record as of the close of business on June 22, 2026 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series AA Participating Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of the Company at an exercise price of $9.55 (the “Exercise Price”), subject to adjustment. The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of June 12, 2026, between the Company and Equiniti Trust Company, LLC, as rights agent. The Board adopted the Rights Agreement to protect stockholders from, among other things, unreported stockholder group formation activity and attempted unsolicited, nonpublic takeover efforts by certain stockholders that the Company believes to be in violation of applicable law and not aligned with the best interests of the Company and its stockholders. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15 percent (15%) or more of the shares of Common Stock without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference. Capitalized terms used in the summary below have the meanings set forth in the Rights Agreement. Distribution and Transfer of Rights; Rights Certificates: The Board has declared a dividend of one Right for each outstanding share of Common Stock. Prior to the Distribution Date referred to below: • the Rights will be evidenced by and trade with the certificates for the Common Stock (or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry), and no separate rights certificates will be distributed; • new Common Stock certificates issued after the Record Date will contain a legend incorporating the Rights Agreement by reference (for uncertificated Common Stock registered in book entry form, this legend will be contained in a notation in book entry); and • the surrender for transfer of any certificates for Common Stock (or the surrender for transfer of any uncertificated Common Stock registered in book entry form) will also constitute the transfer of the Rights associated with such Common Stock. Rights will accompany any new shares of Common Stock that are issued after the Record Date. Distribution Date: Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and become exercisable following (1) the 10th business day (or such later date as may be determined by the Board) after the public announcement that a person or group of affiliated or associated persons (such person or group, an “Acquiring Person”) has acquired beneficial ownership of fifteen percent (15%) or more of the Common Stock or (2) the 10th business day (or such later date as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership by a person or group of fifteen percent (15%) or more of the Common Stock. For purposes of the Rights Agreement, beneficial ownership is defined to include the ownership of derivative securities. A person or group who beneficially owned fifteen percent (15%) or more of the Company’s outstanding Common Stock prior to the first public announcement by the Company of the adoption of the Rights Agreement will not trigger the Rights Agreement so long as they do not acquire beneficial ownership of any additional shares of Common Stock at a time when they still beneficially own fifteen percent (15%) or more of such Common Stock, subject to certain exceptions as set forth in the Rights Agreement. The date on which the Rights separate from the Common Stock and become exercisable is referred to as the “Distribution Date.” After the Distribution Date, the Company will mail Rights certificates to the Company’s stockholders as of the close of business on the Distribution Date and the Rights will become transferable apart from the Common Stock. Thereafter, such Rights certificates alone will represent the Rights. Preferred Stock Purchasable Upon Exercise of Rights: After the Distribution Date, each Right will entitle the holder to purchase, for the Exercise Price, one one-thousandth of a share of Preferred Stock having economic and other terms similar to that of one share of Common Stock. This portion of a share of Preferred Stock is intended to give the stockholder approximately the same dividend, voting and liquidation rights as would one share of Common Stock, and should approximate the value of one share of Common Stock. More specifically, each one one-thousandth of a share of Preferred Stock, if issued, will: • not be redeemable; • entitle holders to quarterly dividend payments of $0.001 per one one-thousandth of a share of Preferred Stock, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater; • entitle holders upon liquidation either to receive $1 per one one-thousandth of a share of Preferred Stock or an amount equal to the payment made on one share of Common