CN Healthy Food Tech (UCFI) updates 10-K to add executive clawback policy

Rhea-AI Filing Summary

CN Healthy Food Tech Group Corp. filed an amendment to its annual report for the year ended December 31, 2025. The update is narrow in scope and is being made solely to attach the company’s Executive Compensation Recovery (Clawback) Policy required under SEC Rule 10D-1 and NASDAQ Listing Rule 5608.

The policy is included as Exhibit 97, with no other sections of the original annual report changed or updated. The company’s common stock and warrants trade on Nasdaq, and it reported 52,234,983 common shares outstanding as of May 13, 2026.

Key Figures

Warrant exercise price: $11.50 per share Common stock intraday price: $5.51 Warrant intraday price: $0.09 +2 more

5 metrics

Warrant exercise price $11.50 per share Exercise price for each whole warrant

Common stock intraday price $5.51 Intraday trading price on October 1, 2025 (trading halt date)

Warrant intraday price $0.09 Intraday trading price on October 1, 2025 (trading halt date)

Shares outstanding 52,234,983 shares Common stock outstanding as of May 13, 2026

Par value per common share $0.0001 per share Par value of common stock listed on Nasdaq

Key Terms

Executive Compensation Recovery (Clawback) Policy, SEC Rule 10D-1, NASDAQ Listing Rule 5608, Inline XBRL, +1 more

5 terms

Executive Compensation Recovery (Clawback) Policy financial

"to include the Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance with SEC Rule 10D-1"

A policy that lets a company reclaim pay, bonuses or stock awards previously given to senior executives if those payments were based on false results, misconduct, or errors that later come to light. Investors care because it helps align managers’ incentives with long-term company health and protects shareholder value — like a security deposit that can be returned if someone breaks the rules — reducing the risk of rewarding bad behavior.

SEC Rule 10D-1 regulatory

"Executive Compensation Recovery (Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608"

NASDAQ Listing Rule 5608 regulatory

"Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608"

Inline XBRL technical

"101.INS | Inline XBRL Instance Document 101.SCH | Inline XBRL Taxonomy Extension"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Trading Halt market

"On October 1, 2025, the day on which the Trading Halt occurred, the intraday trading price"

A trading halt is a temporary pause on buying and selling a particular stock imposed by an exchange or regulator, like pressing the pause button on a game so everyone can catch up. It is used to give the market time to absorb important new information or to prevent chaotic price swings, and matters to investors because it freezes the ability to trade, delays price discovery, and can change risk and strategy until normal trading resumes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/12/2026 - 04:31 PM Accepted by SEC EDGAR 06/12/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What is CN Healthy Food Tech Group Corp. (UCFI) changing in this 10-K/A?

The amendment adds CN Healthy Food Tech Group Corp.’s Executive Compensation Recovery (Clawback) Policy as Exhibit 97. No other disclosures in the original annual report for the year ended December 31, 2025 are being revised or updated by this filing.

Why did Healthy Food Tech (UCFI) adopt an Executive Compensation Recovery Policy?

The company adopted an Executive Compensation Recovery (Clawback) Policy to comply with SEC Rule 10D-1 and NASDAQ Listing Rule 5608. These rules require listed companies to maintain policies for recovering certain incentive-based pay from executives in specified circumstances.

Does the UCFI 10-K/A amendment change any 2025 financial results?

The amendment states that no other information in the original annual report has been modified or updated. It only adds the Executive Compensation Recovery (Clawback) Policy as Exhibit 97, leaving previously reported 2025 financial and business disclosures unchanged.

How many UCFI shares were outstanding around the time of this amendment?

CN Healthy Food Tech Group Corp. reports that 52,234,983 shares of common stock, par value $0.0001 per share, were outstanding as of May 13, 2026. This figure provides context on the company’s equity base following the period covered by the annual report.

On which exchanges and under what symbols does UCFI trade?

The company’s common stock trades on the Nasdaq Stock Market LLC under the symbol “UCFI,” and its public warrants trade on Nasdaq under the symbol “UCFIW.” Each whole warrant is exercisable for one share of common stock at a specified exercise price.

What prices did UCFI securities reach on the October 1, 2025 trading halt date?

On October 1, 2025, the day a trading halt occurred, the intraday trading price of the company’s common stock was $5.51, and the intraday trading price of its warrants was $0.09, according to the disclosure in this amendment to the annual report.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 10-K/A

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-40272

CN HEALTHY FOOD TECH GROUP CORP.

(Exact name of registrant as specified in its charter)

Delaware		85-4105289
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1901-1930, T3 Office Building, Hengqin Huafa Commercial City No.128 Rong’ao Road, Hengqin Guangdong-Macao In-depth Cooperation Zone, Zhuhai City, Guangdong Province, China		519000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (86) 0756-8300080

Securities registered pursuant to Section 12(b) of the Act:    

Title of each class		Name of each exchange on which registered
Common stock, par value $0.0001 per share		Nasdaq Capital Markets
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		Nasdaq Capital Markets

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒

Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Our Common Stock and Public Warrants are listed on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “UCFI” and “UCFIW,” respectively. On October 1, 2025, the day on which the Trading Halt occurred, the intraday trading price of our Common Stock was $5.51 and the intraday trading price of our Warrants was $0.09.

As of May 13, 2026, a total of 52,234,983 shares of common stock, par value $0.0001 per share were outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed by CN Healthy Food Tech Group Corp. (the “Company”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 (the “Original Filing”).

This Amendment is being filed solely to include the Company’s Executive Compensation Recovery (Clawback) Policy, adopted in accordance with SEC Rule 10D-1 and NASDAQ Listing Rule 5608, which was inadvertently omitted from the Original Filing. The policy is filed as Exhibit 97 to this Amendment.

This Amendment speaks as of the filing date of the Original Filing. No other information included in the Original Filing has been modified or updated in any way. The Original Filing continues to speak as of the date of the filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred after the filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other SEC filings.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibit is filed as part of this Amendment No. 1 to the Company’s Annual Report on Form 10-K:

Exhibit 97 -	CN Healthy Food Tech Group Corp. Compensation Recovery Policy (filed herewith).
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CN HEALTHY FOOD TECH GROUP CORP.

(Registrant)

/s/ Zhenjun Jiang

Zhenjun Jiang

Chief Executive Officer

Dated: June 12, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature		Position		Date
/s/ Zhenjun Jiang		Chairman and Chief Executive Officer		June 12, 2026
Zhenjun Jiang		(Principal Executive Officer)
/s/ Weihong Zhu		Chief Financial Officer		June 12, 2026
Weihong Zhu		(Principal Financial and Accounting Officer)
/s/ Pan Hu		Director and Chief Operating Officer		June 12, 2026
Pan Hu
/s/ Lili Zhang		Director		June 12, 2026
Lili Zhang
/s/ John L. Suprock		Director		June 12, 2026
John L. Suprock
/s/ Lydia Bergamasco		Director		June 12, 2026
Lydia Bergamasco
/s/ Donghai Li		Director		June 12, 2026
Donghai Li
/s/ Jinyu Huang		Director		June 12, 2026
Jinyu Huang

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