HF Foods ends $100M at-the-market share plan
HF Foods Group Inc. (HFFG) has terminated its at-the-market equity offering program and related Sales Agreement.
Rhea-AI Filing Summary
HF Foods Group Inc. (HFFG) has terminated its at-the-market equity offering program and related Sales Agreement. On September 17, 2026, the company ended the Sales Agreement with D.A. Davidson & Co. and Roth Capital Partners, LLC that supported its at-the-market equity offering program established on September 25, 2025. The related prospectus supplement for common stock issuable under that agreement was also suspended and terminated, effective September 24, 2026. The program had allowed HF Foods to sell common stock for aggregate gross proceeds of up to $100 million. On September 18, 2026, HF Foods issued a press release announcing these terminations.
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Filing Explained
Termination removes the ATM program’s future share-sale capacity; the filing reports no shares sold, proceeds received, or dilution.
HF Foods terminated the Sales Agreement on
An at-the-market program permits gradual sales of new shares into the open market. Ending this agreement removes that arrangement’s disclosed capacity to issue additional common stock, and therefore removes its associated dilution mechanism after the effective date.
The stated
8-K Event Classification
3 items: 1.02, 7.01, 9.01
3 items
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
ATM program capacity: $100 million aggregate gross proceeds
Sales Agreement termination date: September 24, 2026
Sales Agreement original date: September 25, 2025
+1 more
4 metrics
ATM program capacity
$100 million aggregate gross proceeds
Common stock HF Foods could sell under the terminated at-the-market equity offering program
Sales Agreement termination date
September 24, 2026
Effective date for termination of Sales Agreement, ATM program and related prospectus supplement
Sales Agreement original date
September 25, 2025
Date the terminated Sales Agreement and ATM equity offering program were established
Press release date
September 18, 2026
Date HF Foods announced the termination of the Sales Agreement and ATM program
Key Terms
At-The-Market equity offering program, Sales Agreement, prospectus supplement, Regulation FD Disclosure, +1 more
5 terms
At-The-Market equity offering program financial
"the At-The-Market (“ATM”) equity offering program it established on September 25, 2025"
A program that lets a company sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker, and do so gradually over time instead of all at once. Investors care because it can dilute existing ownership and put steady selling pressure on the stock price, while giving the company a flexible, on-demand way to raise cash — like adding small amounts of water to a pool rather than dumping in a bucket.
Sales Agreement financial
"terminated the Sales Agreement among the Company, D.A. Davidson & Co. and Roth Capital Partners"
A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.
prospectus supplement financial
"suspended and terminated the prospectus supplement, dated September 25, 2025"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On September 18, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did HF Foods Group Inc. (HFFG) announce in this Form 8-K?
HF Foods terminated its Sales Agreement with D.A. Davidson & Co. and Roth Capital Partners, LLC and ended its at-the-market equity offering program and related prospectus supplement, effective September 24, 2026.
What was the size of HF Foods’ at-the-market equity program (HFFG)?
The at-the-market equity program allowed HF Foods to sell shares of its common stock for aggregate gross proceeds of up to $100 million under the terminated Sales Agreement and related prospectus supplement.
When did HF Foods’ termination of the ATM program become effective?
HF Foods states that the termination of the Sales Agreement, the ATM equity offering program, and the related prospectus supplement is effective as of September 24, 2026.
Who were the agents under HF Foods’ ATM Sales Agreement (HFFG)?
The terminated Sales Agreement was among HF Foods Group Inc., D.A. Davidson & Co. and Roth Capital Partners, LLC, which acted as counterparties for the at-the-market equity offering program.
How did HF Foods (HFFG) communicate the termination to the market?
HF Foods issued a press release on September 18, 2026 announcing the termination of the Sales Agreement and the at-the-market equity offering program; this press release is attached as Exhibit 99.1.
Does the HF Foods disclosure address potential effects of ending the ATM program?
HF Foods notes that forward-looking statements may address the anticipated effects of terminating the Sales Agreement and ATM program, and refers readers to its SEC filings for risks and uncertainties related to capital markets.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): September 17, 2026
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) | (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 1.02. Termination of a Material Definitive Agreement.
On September 17, 2026, HF Foods Group Inc. (the “Company”) terminated the Sales Agreement among the Company, D.A. Davidson & Co. and Roth Capital Partners, LLC, dated September 25, 2025 (the “Sales Agreement”). As a result, the Company suspended and terminated the prospectus supplement, dated September 25, 2025, related to the Company’s common stock issuable pursuant to the terms of the Sales Agreement (the “ATM Prospectus”). The termination of the Sales Agreement and ATM Prospectus is effective as of September 24, 2026.
Item 7.01. Regulation FD Disclosure.
On September 18, 2026, the Company issued a press release announcing the termination of the Sales Agreement and the At-The-Market equity offering program it established on September 25, 2025. A copy of the press release is attached hereto as exhibit 99.1.
The information disclosed in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press Release issued by HF Foods Group Inc. on September 18, 2026. | |||||||
| 104.0 | 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: September 18, 2026 | /s/ Paul McGarry | |||||||
| Paul McGarry | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
HF Foods Group Announces Termination of At-The-Market Equity Offering Program
LAS VEGAS, September 18, 2026 (GLOBE NEWSWIRE) -- HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading distributor of international foodservice solutions to Asian restaurants and other businesses across the United States and Canada, today announced that it has terminated the Sales Agreement among the Company, D.A. Davidson & Co. and Roth Capital Partners, LLC, dated September 25, 2025 (the "Sales Agreement") and the At-The-Market (“ATM”) equity offering program it established on September 25, 2025, under which the Company could sell shares of its common stock for aggregate gross proceeds of up to $100 million. The termination is effective as of September 24, 2026.
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 restaurants and other foodservice customers throughout the United States and Canada. 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 and Asia. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com.
Safe Harbor Disclosure
Safe Harbor Disclosure
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” “target,” “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not limited to, statements regarding the Company’s financial position, business strategy and the anticipated effects of the termination of the Sales Agreement and the ATM equity offering program.
Although the Company believes that the expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally.
HF Foods undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional information about factors that could cause HF Foods' actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect HF Foods' future results included in HF Foods' filings with the Securities and Exchange Commission (the "SEC") at www.sec.gov. In addition, HF Foods makes available free of charge at https://investors.hffoodsgroup.com/financials/sec-filings, copies of materials it files with, or furnishes to, the SEC.
Contact:
ICR
Anna Kate Heller
hffoodsgroup@icrinc.com