Hf Foods Group Inc SEC Filings

HF Foods Group, Inc. announced that on September 29, 2025 it issued a press release stating it entered into a binding purchase agreement to acquire a distribution facility located in Chicago, Illinois. The press release is furnished as Exhibit 99.1 to the Current Report and is incorporated by reference but expressly not "filed" for purposes of Section 18 of the Exchange Act. The 8-K discloses the transaction at a high level but provides no purchase price, facility size, financing details, or expected closing date in the disclosed text. Because material transaction specifics are not included in the filing text, investors must review Exhibit 99.1 or future filings for financial terms and timing.

HF Foods Group, Inc. entered into a Sales Agreement on September 25, 2025 with D.A. Davidson & Co. and Roth Capital Partners to sell shares of common stock in an "at-the-market" offering under its effective Form S-3 (File No. 333-281918). Under the related prospectus supplement dated September 25, 2025, the Company may offer and sell up to $100 million of common stock from time to time. Sales will be made through or to the Sales Agents, including directly on Nasdaq or other trading markets, with compensation to the agents of up to 3.0% of gross proceeds. The Company may use proceeds for general corporate purposes, including capital expenditures, possible acquisitions, expansion and working capital. The Company is not obligated to sell any shares, and the agreement includes customary expense reimbursement, indemnification, contribution provisions and termination mechanics.

HF Foods Group Inc. filed a prospectus supplement offering a shelf of securities up to $100,000,000 and discloses an at-the-market sales program using Sales Agents who may receive up to 3.0% of gross proceeds. The company’s common stock trades on the NASDAQ under HFFG and the last reported sale price in the document was $3.39 per share on September 24, 2025.

The filing describes HF Foods’ operating footprint: 19 distribution centers and cross-docks, over 400 refrigerated vehicles, roughly 95% coverage of the contiguous U.S., service to approximately 15,000 Asian restaurants, and over 1,000 employees and subcontractors. The company maintains a shareholder Rights plan with a $19.50 exercise price and a 15% acquisition threshold to trigger the plan. The independent auditor, BDO USA, P.C., issued an adverse opinion on the effectiveness of internal control over financial reporting as of December 31, 2023. The prospectus incorporates numerous SEC filings by reference for additional detail.

Christine Chang, Chief Compliance Officer & General Counsel of HF Foods Group (HFFG), purchased 1,390 common shares on 08/12/2025 at $3.19 per share. After the purchase she beneficially owned 231,995 shares. The transaction is coded as a purchase and was reported on a Form 4.

Lin Xi, identified as President and CEO of HF Foods Group Inc. (HFFG), reported a transaction on 08/12/2025 acquiring 3,080 shares of common stock at a reported price of $3.248 per share. After the transaction, beneficial ownership is reported as 411,310 shares, held directly. The filing is a Form 4 signed on 08/12/2025.

HF Foods Group Inc. reported improving operating results for the quarter ended June 30, 2025 with consolidated net revenue of $314.9 million, up 4.1% from $302.3 million a year earlier, and six-month revenue of $613.3 million (up 2.6%). Gross profit rose to $55.1 million for the quarter and operating income was $4.1 million, driven by volume and pricing gains in Seafood and Meat & Poultry and modest margin expansion.

Adjusted EBITDA strengthened to $13.8 million for the quarter and $23.6 million for six months, while net income attributable to HF Foods was $1.2 million for the quarter and a $1.0 million net loss for the six months. Liquidity comprised $15.7 million cash and access to about $57.8 million of additional funds under an expanded $125.0 million revolving facility; outstanding line borrowings were $60.8 million. Principal debt totaled $106.2 million with long-term carrying value of $100.6 million. The company continues a multi-pronged transformation plan and completed construction on a Manhattan property with $7.2 million capitalized costs, while earlier goodwill impairment of $46.3 million (recorded in 2024) and an accumulated deficit of $357.6 million remain on the balance sheet.

HF Foods Group, Inc. announced that it released its financial results for the fiscal quarter ended June 30, 2025 via a press release on August 11, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The filing clarifies that the information under Item 2.02 (including the exhibit) is being furnished rather than filed, and thus is not subject to Section 18 liability or automatically incorporated by reference into future filings unless expressly stated. No financial figures, guidance, or additional operational details are included in this Form 8-K.