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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):
August 31, 2026
HF FOODS GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38180 |
|
81-2717873 |
State or other Jurisdiction
of incorporation ) |
|
(Commission File No.) |
|
(IRS Employer
Identification No) |
6325 South Rainbow Boulevard, Suite 420
Las Vegas, Nevada |
|
89118 |
| (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:
| ☐ | 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 |
| Preferred Share Purchase Rights |
|
N/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 2.01. Completion of Acquisition or Disposition of Assets.
On August 31, 2026, HF Foods Group Inc. (the “Company”)
completed the previously announced acquisition of Searay Foods Inc., a corporation formed under the laws of British Columbia (“Searay
Canada”) and Morgan Foods Inc., a corporation formed under the laws of British Columbia (“Morgan Foods” and, together with
Searay Canada, the “Company Group”), pursuant to the Securities Purchase Agreement, dated as of July 17, 2026 (the “Agreement”),
as amended by the Amendment to Securities Purchase Agreement, dated as of August 27, 2026 (the “Amendment”), by and among
the Company, HF Acquisition Newco Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Buyer”), HF
Toro Canada Holdings Inc., a British Columbia limited company (“Searay AcquisitionCo” and, together with the Company and the
Buyer, the “Buyer Entities”), the Company Group; the sellers named therein (the “Sellers”), and Jackie Chi Fai Chan,
solely in his capacity as the representative of the Sellers, pursuant to which the Buyer Entities acquired 100% of the issued and outstanding
securities of the Company Group from the Sellers (the “Acquisition”).
In accordance with the terms of the Agreement, the Company acquired
100% of the issued and outstanding equity interests of the Company Group from the Sellers, for an aggregate base purchase price of CAD$47,921,740
(equal to five times the baseline Adjusted EBITDA of CAD$9,556,348, plus CAD$140,000), paid as (i) CAD$38,365,392 in cash and (ii) 1,701,871
shares of the Company’s common stock were issued at closing, priced at USD$4.00 per share (the “Shares”). In addition, the
Sellers are eligible to receive contingent earnout payments based on achievement of specified EBITDA targets over a two- to three-year
period following the closing of the Acquisition (the “Closing”).
In connection with the Closing, the parties entered into the Amendment,
which, among other things, (i) subordinates the earnout payments to the credit facilities of the Buyer Entities, (ii) provides for simple
interest at SOFR plus 2% per annum on any deferred earnout payments, (iii) waives, solely as a closing condition, the requirement to obtain
certain third-party consents at or prior to the Closing, (iv) provides for uncapped indemnification by the Sellers for losses arising
from the failure to obtain such consents and (v) permits the Buyer Entities to assign their rights under the Agreement to affiliates and
as collateral security to lenders.
Additionally, in connection with the Closing, the Company and the other
borrowers under the Third Amended and Restated Credit Agreement, dated as of March 31, 2022 (as amended, the “Credit Agreement”),
with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), entered into a Consent (the “Consent”),
pursuant to which the Administrative Agent and the required lenders consented to the joinder of Searay Canada, Morgan Foods and any subsidiary
formed or acquired in connection with the Acquisition as parties to the Credit Agreement and related loan documents within five business
days following the closing of the Acquisition (or such later date as agreed by the Administrative Agent), rather than immediately upon
consummation of the Acquisition. In connection with the Consent, the Searay Acquisition Reserve was released in accordance with the terms
of the Credit Agreement.
The foregoing description of the Acquisition, the Agreement, the Amendment
and the Consent do not purport to be complete and are qualified in their entirety by the full text of the Agreement and the Amendment,
copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 is set forth in Item 1.01 above,
which is incorporated by reference herein.
Item 8.01 Other Events.
On September 3, 2026, the Company issued a press release announcing the
Closing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Any financial statements required by Item 9.01(a) of Form 8-K will
be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form
8-K was required to be filed pursuant to Item 2.01.
(b) Any pro forma financial information required by Item 9.01(b) of
Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current
Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d) Exhibits. The following exhibits are being filed or furnished with
this Current Report on Form 8-K.
| Exhibit No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement, dated as of July 17, 2026, by and among HF Foods Group Inc., HF Acquisition Newco Inc., HF Toro Canada Holdings Inc., Searay Foods Inc., Morgan Foods Inc., the Sellers named therein, and Jackie Chi Fai Chan, as Sellers Representative (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2026). *† |
| 10.2 |
|
Amendment to Securities Purchase Agreement, dated as of August 27, 2026, by and among HF Foods Group Inc., HF Acquisition Newco Inc., HF Toro Canada Holdings Inc., Searay Foods Inc., Morgan Foods Inc., the Sellers named therein, and Jackie Chi Fai Chan, as Sellers Representative. † |
| 10.3 |
|
Consent Under Third Amended And Restated Credit Agreement, dated as of August 31, 2026, by and among HF Foods Group Inc. B&R Global Holdings, Inc., subsidiaries of the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and certain lender parties thereto. |
| 99.1 |
|
Press Release, dated September 3, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Schedules and similar attachments have been omitted pursuant to Item 601(b)(5)of Regulation S-K. The Company hereby undertakes to furnish
copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment
pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished. |
| † |
Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are both (i) not
material to investors and (ii) the type of information that the Company customarily and actually treats as private or confidential, and
have been marked with ’’[***]’’ to indicate where omissions have been made. The Company agrees to furnish supplementally
an unredacted copy of the exhibit to the SEC upon its request. |
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 3, 2026 |
/s/ Paul McGarry |
| |
Paul McGarry |
| |
Chief Financial Officer |
Exhibit 99.1
HF Foods Group Completes Acquisition of Searay
Foods
Transaction marks HF Foods’ first international
expansion; expected to be immediately accretive to Margins and EPS
LAS VEGAS, September 3, 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 completed the
acquisition of Searay Foods Inc. and its related entities (“Searay”), a leading Canadian importer and distributor of
ethnic and specialty frozen seafood headquartered in Richmond, British Columbia.
Under the terms of the agreement, HF Foods acquired 100% of the
issued and outstanding equity interests of Searay for an aggregate base purchase price of approximately CAD$47.9 million
(approximately US$35.0 million), representing approximately 5.0x Searay’s 2025 Adjusted EBITDA, paid through a combination of
CAD$38.4 million (approximately US$27.8 million) cash and 1.7 million shares, priced at USD$4.00 per share, of HF
Foods common stock, with additional contingent considerations payable based on future performance.
“With Searay now a part of HF Foods, we have established a platform
in Canada and a deeper presence in specialty frozen seafood, a category that represents a meaningful and growing share of our business,”
said Felix Lin, President and Chief Executive Officer of HF Foods. “Searay brings a strong financial profile, including industry-leading margins and a track record of consistent growth, and we look forward to combining its multi-brand portfolio with our national
scale to capture significant cross-selling and supply chain synergies.”
Searay’s existing management team, led by incoming Chief Executive
Officer Derick Ngan, will continue to lead Searay’s day-to-day operations as a subsidiary of HF Foods.
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.
About Searay Foods Inc.
Founded in 2000 and headquartered in Richmond, British Columbia, Searay
Foods Inc. is a leading Canadian importer and distributor of branded ethnic and specialty frozen seafood, serving retail, wholesale, and
restaurant customers across North America. Searay sources premium frozen seafood from more than 80 suppliers worldwide and distributes
its products through six proprietary brands, including Searay Foods, Thai Best, Pinoy’s Best, Smart Fish, Diamond Shrimp, and Gold
Label.
Forward-Looking Statements
All statements in this news release other than statements of historical
facts are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995 and contain our current expectations about our future results, including statements regarding the expected benefits and effects
of the acquisition of Searay. We have attempted to identify any forward-looking statements by using words such as “expects,”
“believes,” “anticipates,” “plans,” “will,” “target” 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, including risks relating to the Company’s ability
to successfully integrate Searay’s operations and realize anticipated synergies, risks relating to the impact of foreign currency
fluctuations, and other factors disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2025 and other filings with the Securities and Exchange Commission (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.
Non-GAAP Financial Measures
This press release refers to Searay’s 2025 Adjusted EBITDA and
to the expected accretive effect of the acquisition on the Company’s margins and earnings per share. These are non-GAAP financial
measures. Adjusted EBITDA of Searay represents Searay’s net income before interest, income taxes, depreciation and amortization,
further adjusted for transaction-related expenses, owner compensation normalization and certain other items, in each case as defined in
the purchase agreement. Searay’s historical financial statements are presented in Canadian dollars and were prepared under accounting
standards that differ from generally accepted accounting principles in the United States (“GAAP”). Searay’s Adjusted
EBITDA is presented on a standalone, pre-acquisition basis, gives no effect to purchase accounting, acquisition financing or public company
costs, and is not indicative of the future results of Searay or of the combined company. The purchase price multiple presented above is
calculated on the base purchase price and excludes contingent consideration. To the extent required, any historical financial statements
of Searay and related pro forma financial information will be filed with the SEC by amendment to the Company’s Current
Report on Form 8-K within the period prescribed by Rule 3-05 of Regulation S-X.
Statements regarding the expected accretive effect of the acquisition
on margins and earnings per share are forward-looking. The Company is unable to reconcile these forward-looking measures to the most directly
comparable GAAP measures without unreasonable effort because it cannot predict with reasonable certainty the final allocation of the purchase
price to acquired intangible assets and the related amortization, acquisition and integration costs, changes in the fair value of contingent
consideration, or foreign currency movements, any of which could be material. Non-GAAP financial measures should not be considered in
isolation or as a substitute for financial measures prepared in accordance with GAAP and may not be comparable to similarly titled measures
presented by other companies.
Contact:
ICR
Anna Kate Heller
hffoodsgroup@icrinc.com
