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 30, 2022
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Registrant’s telephone number, including area code: (888 )-905-0998
Securities registered pursuant to Section 12(b) of the Act:
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| Nasdaq Capital Market | ||||||||
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 (see General Instruction A.2. below):
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 5.02. Departure of Directors or Certain Officers; Election of Directors.
Departure of Felix Lin as Director (Item 5.02(a)) On June 30, 2022, Xi Lin (aka Felix Lin) resigned from his position as a member of the Board of Directors (the “Board”) of HF Foods Group Inc. (the “Company”), effective as of July 1, 2022.
Mr. Lin resigned to create a vacancy on the board to be filled by the appointment of a new independent director. Mr. Lin’s resignation was not related to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Lin will continue to serve as the Company’s Chief Operations Officer and interim Chief Financial Officer after his resignation from the Board becomes effective.
Election of Jose Maroto as Director (Item 5.02(d)) On June 30, 2022, the Board approved the appointment of Mr. Jose Maroto as a member of the Board, effective as of July 1, 2022.
There are no transactions between Mr. Maroto and the Company that would be reportable under Item 404(a) of Regulation S-K. Mr. Maroto was not selected as a director pursuant to any arrangement or understanding between him and any other person.
As an independent director, Mr. Maroto also has been elected to serve on the Board’s Audit, Nominations and Governance, Compensation and Special Transaction Committees, effective as of July 1, 2022.
Mr. Maroto has executed a letter agreement reflecting the terms of his appointment, including the standard compensation for the Company’s independent directors and other normal terms relating to confidentiality and avoidance of conflicts of interest, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
The Company issued a press release on July 7, 2022 announcing Mr. Maroto’s appointment. A copy of this press release is furnished herewith as Exhibit 99.1.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends these forward-looking statements to be covered by the safe harbor provisions for such statements. All statements that do not concern historical facts are forward-looking statements. The words “believe,” “could,” “possibly,” “probably,” “anticipate,” “estimate,” “project,” “expect,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These forward-looking statements should be considered in light of these risks and uncertainties. The Company bases its forward-looking statements on information currently available to it at the time of this report and undertakes no obligation to update or revise any forward-looking statements, whether as a result of changes in underlying circumstances, new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101) | |||||||
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: July 7, 2022 | /s/ Xiao Mou Peter Zhang | |||||||
| Xiao Mou Peter Zhang | ||||||||
| Chief Executive Officer | ||||||||
Exhibit 99.1
HF Foods Appoints Jose Maroto to its Board of Directors
Las Vegas, NV – July 7, 2022 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants throughout the United States (“HF Foods”, “HF Group” or the “Company”), has appointed Jose Maroto to the Company’s board of directors effective July 1, 2022. Mr. Maroto is a 29-year veteran in the foodservice industry with experience in foodservice distribution, cash and carry, international market expansion, and other ancillary businesses.
Mr. Maroto’s experience spans across Latin America. He started and grew businesses in Costa Rica and Panama which became the largest foodservice distributors in each country. In addition, he built foodservice cash and carry retail businesses in both Costa Rica and Panama, which currently consist of 22 stores across both countries and is a partner in the largest independent foodservice distributor in Mexico. Mr. Maroto holds a Bachelor of Science in Business from the University of Minnesota.
“Jose will be a very valuable member of our board,” said HF Group Chairman Russell T. Libby. “His background in foodservice distribution operations, sales, marketing, merchandising and supply chain will provide great support to our management team. We are thrilled to have him join.”
Peter Zhang, CEO of HF Foods added: “We are excited to have Jose join the Board of Directors given his nearly three decades of industry experience and history of building successful businesses. His expertise in food distribution operations and business expansion is a natural fit for us.”
As a result of Mr. Maroto’s appointment, the Company’s board of directors will now include four independent directors and Mr. Peter Zhang, the CEO of the Company. Concurrently with Mr. Maroto’s appointment, Felix Lin has stepped down from his position as a director of the Company and will continue to serve as the Company’s Chief Operating Officer and interim Chief Financial Officer.
About HF Foods Group, Inc.
HF Foods Group Inc., headquartered in Las Vegas, Nevada, is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian/Chinese restaurants and other foodservice customers throughout the United States. With 17 distribution centers strategically located throughout the nation, HF Foods aims to supply the increasing demand for Asian American restaurant cuisine. With an in-house proprietary ordering and inventory control network, more than 15,000 established customers in 46 states, and strong relations with growers and suppliers of food products in the US, South America and China, HF Foods Group is able to offer fresh, high-quality specialty restaurant foods and supplies at economical prices to its large and growing base of customers. For more information, please visit www.hffoodsgroup.com.
Forward-Looking Statements
All statements in this news release other than statements of historical facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as “anticipates,” “believes,” “could,” “expects,” “intends,” “may,” “should” and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Such factors include, but are not limited to, risks that the Company may not regain compliance with Nasdaq continued listing requirements within the applicable grace period, the outcome of the comment letter received from the Securities & Exchange Commission, unfavorable macroeconomic conditions in the United States, competition in the food service distribution industry, particularly the entry of new competitors into the Chinese/Asian restaurant market niche, increases in fuel costs or commodity
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prices, disruption of relationships with vendors and increases in product prices, U.S. government tariffs on products imported into the United States, particularly from China, changes in consumer eating and dining out habits, disruption of relationships with or loss of customers, our ability to execute our acquisition strategy, availability of financing to execute our acquisition strategy, failure to retain our senior management and other key personnel, our ability to attract, train and retain employees, changes in and enforcement of immigration laws, failure to comply with various federal, state and local rules and regulations regarding food safety, sanitation, transportation, minimum wage, overtime and other health and safety laws, product recalls, voluntary recalls or withdrawals if any of the products we distribute are alleged to have caused illness, been mislabeled, misbranded or adulterated or to otherwise have violated applicable government regulations, failure to protect our intellectual property rights, any cyber security incident, other technology disruption, or delay in implementing our information technology systems, statements of assumption underlying any of the foregoing, and other factors disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements.
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