hffg-20230601
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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 1, 2023

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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.0001 par valueHFFG
Nasdaq Capital Market
Preferred Share Purchase RightsN/A
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 5.07 Submission of Matters to a Vote of Security Holders.

HF Foods Group Inc. (the “Company”) held its combined 2022-2023 annual meeting of stockholders on Thursday, June 1, 2023, at 12:00 p.m. eastern time (the “Annual Meeting”). A total of 45,311,605 shares, or 84.1% of the Company’s outstanding common stock, were present in person or represented by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders: (i) elected the five director nominees listed below to serve until the 2024 annual meeting of the Company’s stockholders; (ii) approved and ratified the appointment of BDO USA LLP as the Company’s independent auditor for fiscal year 2023; and (iii) approved, on an advisory basis, the Company’s named executive officer compensation.

Set forth below are the voting results for each of the proposals presented at the Annual Meeting:

Proposal 1:
The election of five director nominees to serve until the 2024 annual meeting of the Company’s stockholders:
Director Name
For
Against
Abstain
Broker Non-Votes
Russell T. Libby
22,919,02812,809,511378,3209,204,746
Xiao Mou Zhang
35,440,133360,652306,0749,204,746
Valerie Chase
35,112,600914,70879,5519,204,746
Hong Wang
31,771,6773,956,862378,3209,204,746
Prudence Kuai
35,545,907173,601387,3519,204,746

Proposal 2:
The approval and ratification of the appointment of BDO USA LLP as the Company’s independent auditor for 2023:
For
Against
Abstain
Broker Non-Votes
44,885,51238,109387,984

Proposal 3:
An advisory vote to approve the Company’s named executive officer compensation:
For
Against
Abstain
Broker Non-Votes
35,957,082105,01244,7659,204,746

Item 8.01 Other Events.

On June 5, 2023, the Company filed a press release announcing the results of the annual meeting, among other matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
Description of Exhibits
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




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: June 5, 2023/s/ Carlos Rodriguez
Carlos Rodriguez
Chief Financial Officer

Document
Exhibit 99.1
HF Foods Holds Combined 2022-2023 Annual Meeting of Stockholders

Las Vegas, NV – June 5, 2023 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (“HF Foods”, “HF Group” or the “Company”), announced that it held its Combined 2022-2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 1, 2023.
The Annual Meeting was held to comply with the request/notification issued by the Listing Qualifications Department of Nasdaq on January 17, 2023. Following the completion of the Annual Meeting, the Company believes it has now regained compliance with all requirements for continued listing on the Nasdaq Capital Market.

About HF Foods Group Inc.
HF Foods Group Inc. 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. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food products and supplies in the US, South America, and China. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, visit www.hffoodsgroup.com.
Investor Relations Contact:
HFFG Investor Relations
Phone: (404) 836-0852
Email: investors@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 “expects,” “believes,” “intends,” 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, factors disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 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.