HFFG / HF Foods Group Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS GR

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 11, 2025 HF FOODS GROUP IN

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 11, 2025 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.) 81-2

HF Foods Reports Second Quarter 2025 Financial Results Reports Quarterly Record Net Revenue and Gross Profit

Exhibit 99.1 HF Foods Reports Second Quarter 2025 Financial Results Reports Quarterly Record Net Revenue and Gross Profit Las Vegas, NV – August 11, 2025 – 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, reported its unaudited financial results for the

Amended and Restated HF Foods Group Inc. Severance Plan.

Exhibit 10.1 DB1/ 157521591.12 HF FOODS GROUP INC. SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Amended and Restated as of July 1, 2025 2 DB1/ 157521591.12 * * *IMPORTANT * * * Please read this booklet in its entirety. This document describes benefits available under the Severance Plan and summarizes situations in which those benefits may be reduced, delayed, forfeited, or denied, as well as your r

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 1, 2025 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.) 81-2717

Agreement for the Severance Plan.

Exhibit 10.2 DB1/ 157550130.8 [●], 2025 To: [KEY EXECUTIVES OTHER THAN THE CHIEF EXECUTIVE OFFICER] Subject: Participation in the HF Foods Group Inc. Severance Plan Dear [●]: In consideration for your dedication to HF Foods Group Inc. (the “Company”, and together with its subsidiaries, the “HFFG”) and continued service, the Company hereby agrees to enter into this letter agreement with you (the “L

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 3, 2025 HF FOODS GROUP INC.

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 3, 2025 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.) 81-2717

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, 2025 HF FOODS GROUP INC.

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, 2025 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.) 81-2717

HF Foods Reports First Quarter 2025 Financial Results Year over year growth in Net Revenue and Gross Profit

Exhibit 99.1 HF Foods Reports First Quarter 2025 Financial Results Year over year growth in Net Revenue and Gross Profit Las Vegas, NV – May 12, 2025 – 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, reported its unaudited financial results for the quar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS G

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2025 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.) 81-2717

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

As filed with the Securities and Exchange Commission on April 7, 2025

As filed with the Securities and Exchange Commission on April 7, 2025 Registration No.

Description of Registrant

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of HF Foods Group Inc. (the "Company," "us," "we," or "our") is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by, reference to our Second Amended a

Insider Trading Policy

Exhibit 19.1 HF FOODS GROUP, INC. INSIDER TRADING POLICY Last Revised March 13, 2025 HF Foods Group, Inc. (“HFFG” or “Company”) is a reporting company under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and therefore must abide by U.S. securities laws and regulations. This Insider Trading Policy (“Policy”) describes the Company’s standards on trading, and causing the tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38180 HF Foods Group Inc. (Exact name of registrant as specified i

Subsidiaries of Registrant

Exhibit 21.1 HF FOODS GROUP INC. Subsidiaries Entity Name State of Incorporation 273 Fifth Avenue, L.L.C. Delaware A & Kie, LLC Arizona American Fortune Foods, Inc. California Asahi Food, Inc (ownership 49%) Colorado B & L Trading, LLC Washington B&B Trucking Services, Inc. Florida B&R Global Holdings, Inc. Delaware B&R Global Services, LLC Delaware B&R Group Logistics Holding LLC Delaware B&R Rea

Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of September 18, 2024

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of September 18, 2024, by and among HF FOODS GROUP INC., a Delaware corporation ("HF"), B&R GLOBAL HOLDINGS, INC., a Delaware corporation ("B&R"), RONGCHENG TRADING, LLC, a California limited liability company ("Rongcheng"), CAPITA

HF Foods Reports Fourth Quarter and Full Year 2024 Financial Results Net Revenue Increased 8.7% and 4.6% for the Fourth Quarter and Full Year 2024, Respectively Pre-Recorded Earnings Call Webcast Available on Investor Relations Website

Exhibit 99.1 HF Foods Reports Fourth Quarter and Full Year 2024 Financial Results Net Revenue Increased 8.7% and 4.6% for the Fourth Quarter and Full Year 2024, Respectively Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Las Vegas, NV – March 13, 2025 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading food distributor to Asian restaurants acro

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 13, 2025 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.) 81-27

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HF FOODS GROUP INC. 6325 S RAINBOW BLVD. SUITE 420 LAS VEGAS, NV 89118 March 5, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Aamira Chaudhry Lyn Shenk Re: HF Foods Group Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-38180 Dear Ms. Chaudhry and Mr. Shenk: HF Foods Gr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 12, 2025 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

HF Foods Group Inc. Secures Revolving Credit Agreement of Up to $125 Million Amended agreement to provide enhanced financial flexibility to help support HF Foods’ growth strategy

Exhibit 99.1 HF Foods Group Inc. Secures Revolving Credit Agreement of Up to $125 Million Amended agreement to provide enhanced financial flexibility to help support HF Foods’ growth strategy LAS VEGAS – February 18, 2025 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading food distributor to Asian restaurants across the United States, announced today it has amended its C

Amendment No. 4 to Third Amended and Restated Credit Agreement, dated as of February 12, 2025

Exhibit 10.1 JOINDER AND AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This JOINDER AND AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of February 12, 2025, by and among HF FOODS GROUP INC., a Delaware corporation ("HF"), B&R GLOBAL HOLDINGS, INC., a Delaware corporation ("B&R"), RONGCHENG TRADING, LLC, a California limited liability com

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Christopher Peterson +1 212.836.8861 Direct [email protected] December 30, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Aamira Chaudhry Lyn Shenk Re: HF Foods Group Inc. Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-38180 Ladies and Gentlemen: Dear Ms

HF Foods Group Inc. Names Felix Lin Chief Executive Officer Seasoned HF Foods Executive with Deep Industry Relationships and Knowledge of Food Distribution Business Additional Appointments Made to People & Technology and Distribution Roles as HF Food

Exhibit 99.1 HF Foods Group Inc. Names Felix Lin Chief Executive Officer Seasoned HF Foods Executive with Deep Industry Relationships and Knowledge of Food Distribution Business Additional Appointments Made to People & Technology and Distribution Roles as HF Foods Continues to Make Progress on Strategic Transformation Plan LAS VEGAS – December 19, 2024 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foo

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HF Foods Group Inc.

between HF Foods Group Inc. and Xi Lin

Exhibit 10.1 EMPLOYMENT AGREEMENT FOR FELIX LIN THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between HF Foods Group Inc. (the “Company”) and Felix Lin (the “Executive”) effective as of January 1, 2025 (the “Effective Date”). WHEREAS, the Company desires to employ the Executive as its Chief Executive Officer and the Executive desires to serve in such capacity on behalf of the

As filed with the Securities and Exchange Commission on December 19, 2024

As filed with the Securities and Exchange Commission on December 19, 2024 Registration No.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 16, 2024 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): November 21, 2024 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

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): November 21, 2024 HF FOODS GROUP

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): November 21, 2024 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

Cooperation Agreement, dated as of November 18, 2024, by and among the Stockholder Related Parties and HF Foods Group, Inc.

Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of November 18, 2024, is by and among Zhou Min Ni, Raymond Ni, Fai Lam, in his capacity as Trustee of the Irrevocable Trust for Raymond Ni, Amanda Ni, in her capacity as Trustee of each of the Irrevocable Trust for Amanda Ni, the Irrevocable Trust for Ivy Ni and the Irrevocable Trust for Tina Ni, Weihui Kwok

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 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.) 8

Lease Agreement between CH Realty IX-NDG Atlanta Freeman Intermodal, L.P., as Landlord, and HF Foods Group, Inc., as Tenant, dated as of September 30, 2024

Exhibit 10.2 LEASE AGREEMENT BETWEEN CH REALTY IX-NDG ATLANTA FREEMAN INTERMODAL, L.P., AS LANDLORD, AND HF FOODS GROUP, INC., AS TENANT DATED SEPTEMBER 30, 2024 4795 INNOVATIVE WAY, POWDER SPRINGS, GEORGIA 30127 Approved Georgia Industrial Lease Form Based On Master Lease Version 22 BASIC LEASE INFORMATION Lease Date: September 30, 2024 Landlord: CH REALTY IX-NDG ATLANTA FREEMAN INTERMODAL, L.P.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOO

Amendment No. 2 to Third Amended and Restated Credit Agreement, dated

Exhibit 10.1 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of July 15, 2024, by and among HF FOODS GROUP INC., a Delaware corporation ("HF"), B&R GLOBAL HOLDINGS, INC., a Delaware corporation ("B&R"), RONGCHENG TRADING, LLC, a California limited liability company ("Rongcheng")

HF Foods Reports Third Quarter 2024 Financial Results Increase in Net Revenue as Company Continues to Execute Operational Transformation Plan Pre-Recorded Earnings Call Webcast Available on Investor Relations Website

Exhibit 99.1 HF Foods Reports Third Quarter 2024 Financial Results Increase in Net Revenue as Company Continues to Execute Operational Transformation Plan Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Las Vegas, NV – November 12, 2024 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading food distributor to Asian restaurants across the United St

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 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

HF Foods Announces CEO Transition Current President and Chief Operating Officer Felix Lin Named Interim Chief Executive Officer

Exhibit 99.1 HF Foods Announces CEO Transition Current President and Chief Operating Officer Felix Lin Named Interim Chief Executive Officer LAS VEGAS — October 28, 2024 — HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading food distributor to Asian restaurants across the United States, today announced the appointment of Felix Lin as Interim Chief Executive Officer (CEO). M

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): October 24, 2024 HF FOODS GROUP I

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): October 24, 2024 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-

HF Foods Group Inc. 6325 South Rainbow Boulevard Suite 420 Las Vegas, Nevada 89118

HF Foods Group Inc. 6325 South Rainbow Boulevard Suite 420 Las Vegas, Nevada 89118 September 12, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Scott Anderegg Re: HF Foods Group Inc. Registration Statement on Form S-3 Filed September 4, 2024 File No. 333- 281918 Acceleration Request Dear Mr. Anderegg: In accord

As filed with the Securities and Exchange Commission on September 4, 2024

As filed with the Securities and Exchange Commission on September 4, 2024 Registration No.

Form of Indenture

Exhibit 4.5 HF FOODS GROUP INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Incorporation by Reference of Trust Indenture Act. 4 Section 1.3. Rules of Construction. 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series. 5 Section 2.2. Establishment of Terms of Series of Securities.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HF Foods Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS GR

HF Foods Reports Second Quarter 2024 Financial Results Increase in Net Revenue, Gross Profit, Gross Profit Margin, Net Income and Adjusted EBITDA Pre-Recorded Earnings Call Webcast Available on Investor Relations Website

Exhibit 99.1 HF Foods Reports Second Quarter 2024 Financial Results Increase in Net Revenue, Gross Profit, Gross Profit Margin, Net Income and Adjusted EBITDA Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Las Vegas, NV – August 6, 2024 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods” or the “Company”), a leading food distributor to Asian restaurants across the United S

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2024 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.) 81-27

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 1, 2024 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.) 81-2717

HFFG / HF Foods Group Inc. / Zhang Xiao Mou - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) HF Foods Group Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 40417F109 (CUSIP Number) Zhang Xiao Mou HF Foods Group Inc. 6325 So

HF Foods Appoints Dr. Yujie Wang to its Board of Directors

Exhibit 99.1 HF Foods Appoints Dr. Yujie Wang to its Board of Directors LAS VEGAS, July 5, 2024 (GLOBE NEWSWIRE) - HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asian restaurants across the United States, today announced the appointment of Dr. Yujie Wang to the Company’s board of directors effective immediately. Simultaneously with the appointment

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 25, 2024 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.) 81-271

Form of Director Letter Agreement

Exhibit 10.1 HF FOODS GROUP INC. 6325 South Rainbow Boulevard, Suite 420 Las Vegas, Nevada 89118 [•], 2024 [•] [•] Re: Independent Director Offer Letter Dear [•]: HF Foods Group Inc., a Delaware corporation (the “Company” or “we”), is pleased to offer you, subject to the following conditions, a position as a member of its Board of Directors (the “Board”). We believe your background and experience

HF Foods Appoints Maria Ross to its Board of Directors

Exhibit 99.1 HF Foods Appoints Maria Ross to its Board of Directors LAS VEGAS, June 28, 2024 (GLOBE NEWSWIRE) - HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asian restaurants across the United States, today announced the appointment of Maria Ross to the Company’s board of directors effective immediately. Simultaneously with the appointment of Ms.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 7, 2024 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.) 81-2717

HF Foods Appoints Lisa Lim and Charlotte Westfall to its Board of Directors

Exhibit 99.1 HF Foods Appoints Lisa Lim and Charlotte Westfall to its Board of Directors LAS VEGAS, June 10, 2024 (GLOBE NEWSWIRE) - HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asian restaurants across the United States, today announced the appointment of Lisa Lim and Charlotte Westfall to the Company’s board of directors effective June 7, 2024.

HF Foods Announces Settlement with SEC

Exhibit 99.1 HF Foods Announces Settlement with SEC LAS VEGAS, June 10, 2024 (GLOBE NEWSWIRE) - HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asian restaurants across the United States, today announced the final resolution of the previously disclosed formal, non-public investigation by the staff of the U.S. Securities and Exchange Commission (“SEC

Financial Statements and Exhibits, Other Events

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 6, 2024 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.) 81-2717

Form of Restricted Stock Unit Award Agreement

Exhibit 4.2 HF FOODS GROUP INC. 2018 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AGREEMENT made as of (the “Grant Date”), by and between HF Foods Group Inc. (the “Company”), and (the “Grantee”). WITNESSETH: WHEREAS, the Company has adopted and maintains the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan effective August 10, 2018, which has been amended as of Ju

First Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan

Exhibit 4.4 FIRST AMENDMENT TO HF FOOD GROUP INC. 2018 OMNIBUS EQUITY INCENTIVE PLAN WHEREAS, HF Food Group Inc. (the “Company”), a Delaware corporation, sponsors the HF Food Group Inc. 2018 Omnibus Equity Incentive Plan (the “Plan”); WHEREAS, pursuant to Section 12.1 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan from time to time, subject to any requirement f

As filed with the Securities and Exchange Commission on June 5, 2024

As filed with the Securities and Exchange Commission on June 5, 2024 Registration No.

Calculation of Filing Fee Table

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) HF Foods Group Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value

Form of Performance Awards Agreement

Exhibit 4.3 HF FOODS GROUP INC. 2018 OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE AWARDS AGREEMENT THIS AGREEMENT made as of (the “Grant Date”), by and between HF Foods Group Inc. (the “Company”), and (the “Grantee”). WITNESSETH: WHEREAS, the Company has adopted and maintains the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan effective August 10, 2018, which has been amended as of June 3, 202

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 31, 2024 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.) 81-2717

Separation Agreement, effective May 31, 2024, between HF Foods Group Inc. and Carlos Rodriguez.

Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (the "Agreement") is between HF Foods Group Inc., a Delaware corporation (the "Company"), and Carlos Rodriguez ("Executive"), (collectively referred to as the "Parties"). This Agreement is effective on the date both Parties sign it, provided Executive does not revoke the Agreement within seven (7) days in accordance with Section 8 of this

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 3, 2024 HF FOODS GROUP INC.

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 3, 2024 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.) 81-2717

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): May 31, 2024 HF FOODS GROUP INC.

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): May 31, 2024 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.) 81-2717

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS G

HF Foods Reports First Quarter 2024 Financial Results Highest Net Revenue Ever Recorded During First Quarter of $295.7 Million Pre-Recorded Earnings Call Webcast Available on Investor Relations Website

Exhibit 99.1 HF Foods Reports First Quarter 2024 Financial Results Highest Net Revenue Ever Recorded During First Quarter of $295.7 Million Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Las Vegas, NV – May 8, 2024 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asian restaurants across the United States, reported unaud

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 2024 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.) 81-27178

Amendment to Lease, dated as of January 21, 2021, between Anheart, Inc. and 825 Broadway Realty, LLC, Samayabeneli RE LLC, AS 2 East 30, LLC, 273 Yoco LLC, and UBA 2 East 30, LLC.

Exhibit 10.2 AMENDMENT TO LEASE This Amendment to Lease (the "Amendment") dated as of the 21 day of January, 2021 by and between 825 Broadway Realty, LLC, Samayabeneli RE LLC, AS 2 East 30, LLC, 273 Yoco LLC, and UBA 2 East 30, LLC, as tenants in common, having an address c/o Premier Equities Management, LLC, 1151 Broadway, Suite 2S, New York, New York 10001 (collectively, "Landlord"), and Anheart

Assignment and Assumption of Lease Agreement, dated as of August 16, 2022 and effective as of April 30, 2024, between Anheart, Inc. and 273 Fifth Avenue, L.L.C.

Exhibit 10.3 825 Broadway Realty, LLC, Samayabeneli RE LLC, AS 2 East 30, LLC, 273 Yoco LLC, and UBA 2 East 30, LLC c/o Premier Equities Management, LLC 1151 Broadway, Suite 2S New York, New York 10001 April 5, 2024 Anheart Inc. 135-15 40th Road, Suite 402 Flushing, New York 11354 273 Fifth Avenue, L.L.C. 135-15 40th Road, Suite 402 Flushing, New York 11354 RE: CONSENT TO ASSIGNMENT OF LEASE “Buil

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 30, 2024 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.) 81-27

Lease dated July 2, 2018, between Anheart Inc. and 825 Broadway Realty, LLC, Samayabeneli RE LLC, AS 2 East 30, LLC, 273 Yoco LLC, and UBA 2 East 30, LLC.

825 Broadway Raalty,LLC Samayabeneli RE LLC AS 2 East 30, LLC 273YocoLLC OBA 2 East 30, LLC, as tenants in common to Anheart Inc.

HF Foods Appoints Cindy Yao as Chief Financial Officer

Exhibit 99.1 HF Foods Appoints Cindy Yao as Chief Financial Officer Las Vegas, NV – April 25, 2024 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asian restaurants across the United States, today announced that Cindy Yao has been named Chief Financial Officer, effective May 1, 2024. “Cindy's extensive experience, especially having spent a decade

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 22, 2024 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.) 81-27

Offer Letter, dated April 22, 2024, by and among HF Foods Group Inc. and Cindy Yao.

Exhibit 10.1 Certain information in this document indicated with “[REDACTED]” has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. HF FOODS GROUP INC 6325 S. Rainbow Blvd., Las Vegas, NV 89118 April 19, 2024 Cindy Yao [REDACTED] Re: Offer of Employment – Chief Financial Officer Dear Cindy: HF Foods Group, Inc. (herein

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Amendment to Preferred Stock Rights Agreement, dated as of April 11, 2024, by and between HF Foods Group Inc. and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent

Exhibit 4.2 AMENDMENT TO RIGHTS AGREEMENT This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 11, 2024, by and between HF Foods Group Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company (the “Rights Agent”). The Company and the Rights Agent are re

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): April 8, 2024 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.) 81-271

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF Foods Group Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF Foods Group Inc. (Exact name of registrant as specified in its charter) Delaware 81-2717873 (State of incorporation or organization) (I.R.S. Employer Identification No.) 6325

AMENDMENT TO RIGHTS AGREEMENT

Exhibit 4.2 AMENDMENT TO RIGHTS AGREEMENT This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 11, 2024, by and between HF Foods Group Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company (the “Rights Agent”). The Company and the Rights Agent are re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF Foods Group Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF Foods Group Inc. (Exact name of registrant as specified in its charter) Delaware 81-2717873 (State of incorporation or organization) (I.R.S. Employer Identification No.) 6325

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38180 HF Foods Group Inc. (Exact name of registrant as specified i

Policy for the Recovery of Erroneously Awarded Compensation

Exhibit 97.1 COMPENSATION CLAWBACK POLICY HF FOODS GROUP INC. Effective October 2, 2023 The Board of Directors (the “Board”) of HF Foods Group Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of a Restatement (as defined belo

Subsidiaries of Registrant

Exhibit 21.1 HF FOODS GROUP INC. Subsidiaries Entity Name State of Incorporation 273 Fifth Avenue, L.L.C. Delaware A & Kie, LLC Arizona American Fortune Foods, Inc. California Asahi Food, Inc Colorado B & L Trading, LLC Washington B&B Trucking Services, Inc. Florida B&R Global Holdings, Inc. Delaware B&R Global Services, LLC Delaware B&R Group Logistics Holding LLC Delaware B&R Realty, LLC Califor

Description of Registrant's Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of HF Foods Group Inc. (the "Company," "us," "we," or "our") is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by, reference to our Second Amended a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

HF Foods Reports Fourth Quarter and Full Year 2023 Financial Results Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Company Continues to Execute Comprehensive, Operational Transformation Plan to Drive Growth and Cost Savin

Exhibit 99.1 HF Foods Reports Fourth Quarter and Full Year 2023 Financial Results Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Company Continues to Execute Comprehensive, Operational Transformation Plan to Drive Growth and Cost Savings Las Vegas, NV – March 14, 2024 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asia

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): March 14, 2024 HF FOODS GROUP INC

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): March 14, 2024 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.) 81-27

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 6, 2024 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-

Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of February 6, 2024

Exhibit 10.1 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of February 6, 2024, by and among HF FOODS GROUP INC., a Delaware corporation ("HF"), B&R GLOBAL HOLDINGS, INC., a Delaware corporation ("B&R"), RONGCHENG TRADING, LLC, a California limited liability company ("Rongchen

HF Foods Appoints Felix Lin as President of the Company

Exhibit 99.1 HF Foods Appoints Felix Lin as President of the Company LAS VEGAS, Feb. 9, 2024 (GLOBE NEWSWIRE) — HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants throughout the United States (“HF Foods”, or the “Company”), is pleased to announce the appointment of Mr. Xi Lin (aka Felix Lin) as President of the Company, in addition to his current role as the Compan

HFFG / HF Foods Group Inc. / Ni Zhou Min - SC 13D/A Activist Investment

SC 13D/A 1 nizhsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) HF Foods Group Inc. (Name of Issuer) Common Stock, par value $.0001 (Title of Class of Securities) 40417F109 (CUSIP Number) F. Reid Avett Womble Bond Dickinson (US) LLP 2001 K Street, NW, Suite 900 Washington D.C. 20006

HF Foods Reports Third Quarter 2023 Financial Results Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Announces Comprehensive, Operational Transformation Plan to Drive Growth and Cost Savings

Exhibit 99.1 HF Foods Reports Third Quarter 2023 Financial Results Pre-Recorded Earnings Call Webcast Available on Investor Relations Website Announces Comprehensive, Operational Transformation Plan to Drive Growth and Cost Savings Las Vegas, NV – November 9, 2023 – HF Foods Group Inc. (NASDAQ: HFFG) (“HF Foods”, or the “Company”), a leading food distributor to Asian restaurants across the United

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 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-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOO

Settlement Agreement, dated May 5, 2023, by and among the Company, Zhou Min Ni, Chan Sin Wong, Xiao Mou Zhang, Caixuan Xu, Jian Ming Ni, Zhehui Ni, Hong Wang, and Ren Hua Zheng

Exhibit 10.1 Execution Version IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JAMES C. BISHOP, derivatively on behalf of HF FOODS GROUP INC., Plaintiff, v. ZHOU MIN NI, XIAO MOU ZHANG, CAIXUAN XU, JIAN MING NI, ZHEHUI NI, HONG WANG, CHAN SIN WONG, and REN HUA ZHENG, Defendants, and HF FOODS GROUP INC., Nominal Defendant. C.A. No. 2022-0736-JTL STIPULATION OF SETTLEMENT This Stipulation of Settl

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 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.) 81-27

HF Foods Reports Second Quarter 2023 Financial Results First Half Record Net Revenue Focus is to Reduce Cost Structure and Transform Operations

Exhibit 99.1 HF Foods Reports Second Quarter 2023 Financial Results First Half Record Net Revenue Focus is to Reduce Cost Structure and Transform Operations Las Vegas, NV – August 9, 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”), reported financial results for the second quarter and six

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS GR

HF Foods Holds Combined 2022-2023 Annual Meeting of Stockholders

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

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.

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.) 81-2717

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): May 11, 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.) 81-2717

HF Foods Files Complaint in US District Court to Protect Stockholders and Employees HF Foods Takes Legal Action to Stop Group Attempting to Illegally Seize Control of the Company In Response, Group Withdraws Slate of Nominees in Connection with Annua

Exhibit 99.1 HF Foods Files Complaint in US District Court to Protect Stockholders and Employees HF Foods Takes Legal Action to Stop Group Attempting to Illegally Seize Control of the Company In Response, Group Withdraws Slate of Nominees in Connection with Annual Meeting Las Vegas, NV – May 17, 2023 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

HFFG / HF Foods Group Inc. / Irrevocable Trust For Raymond Ni - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

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): May 10, 2023 HF FOODS GROUP INC.

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): May 10, 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.) 81-2717

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS G

HF Foods Reports First Quarter 2023 Financial Results First Quarter Net Revenue up 6% to $293.9 Million Plan in Place to Reduce Cost Structure and Continue Focus on Improving Operations

Exhibit 99.1 HF Foods Reports First Quarter 2023 Financial Results First Quarter Net Revenue up 6% to $293.9 Million Plan in Place to Reduce Cost Structure and Continue Focus on Improving Operations Las Vegas, NV – May 10, 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”), reported financial

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 10, 2023

Exhibit 99.1 April 10, 2023 By Email and Personal Delivery Secretary HF FOODS GROUP INC. 6325 South Rainbow Boulevard, Suite 420 Las Vegas, Nevada Re: Notice to the Secretary of Intention to Nominate Persons for Election as Directors at the 2022-2023 Annual Meeting of Stockholders of f HF Foods Group Inc. Greetings, We, Weihui Kwok and Yuanyuan Wu (the “Proposing Shareholders”), pursuant to Sectio

The Company’s response dated April 11, 2023.

Exhibit 99.2 BY EMAIL AND OVERNIGHT MAIL Mr. Weihui Kwok 616 Atwarter Dr. Smyrna GA, 30082 [email protected] Mr. Yuanyuan Wu 9973 Timbers Dr. Blue Ash, OH 45242-5551 [email protected] Re: Notice to the Secretary of Intention to Nominate Persons for Election as Directors at the 2022-2023 Annual Meeting of Stockholders of HF Foods Group Inc. Dear Messrs. Kwok and Wu: The Board of Directors (

HFFG / HF Foods Group Inc. / Irrevocable Trust For Raymond Ni - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14a Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

Joint Filing Agreement

Exhibit 99.3 Joint Filing Agreement In accordance with Rule 13d-k(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the securities of HF Foods Group Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): April 20, 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.) 81-27

First Amendment to Amended and Restated Bylaws, dated April 25, 2023

Exhibit 3.1 FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF HF FOODS GROUP INC. Approved by the Board of Directors and Effective as of April 25, 2023 This First Amendment to Amended and Restated Bylaws has been duly adopted and approved by the Board of Directors of HF Foods Group Inc., a Delaware corporation (the “Corporation”), as authorized by the Certificate of Incorporation of the Corporatio

HF Foods Announces Proposed Settlement of Stockholder Derivative Complaint

Exhibit 99.1 HF Foods Announces Proposed Settlement of Stockholder Derivative Complaint Las Vegas, NV – April 26, 2023 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (“HF Foods” or the “Company”), today announced that the Company has entered into a proposed settlement of a previously disclosed pending stockholder derivative complaint

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF Foods Group Inc. (Exact name of registrant a

8-A12B 1 d433817d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HF Foods Group Inc. (Exact name of registrant as specified in its charter) Delaware 81-2717873 (State of incorporation or organization) (I.R.S. Employer Identifica

Preferred Stock Rights Agreement, dated as of April 11, 2023, by and between HF Foods Group Inc. and American Stock Transfer & Trust Company, LLC, as rights agent (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A filed on April 12, 2023).

EX-4.1 Exhibit 4.1 PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 11, 2023 between HF FOODS GROUP INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent TABLE OF CONTENTS Section 1 Certain Definitions A-1 Section 2 Appointment of Rights Agent A-9 Section 3 Issuance of Rights Certificates A-9 Section 4 Form of Rights Certificates A-11 Section 5 Countersignature and Registration

Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PARTICIPATING PREFERRED STOCK OF HF FOODS GROUP INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware HF Foods Group Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions

Preferred Stock Rights Agreement, dated as of April 11, 2023, by and between HF Foods Group Inc. and American Stock Transfer & Trust Company, LLC, as rights agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 12, 2023)

EX-4.1 Exhibit 4.1 PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 11, 2023 between HF FOODS GROUP INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent TABLE OF CONTENTS Section 1 Certain Definitions A-1 Section 2 Appointment of Rights Agent A-9 Section 3 Issuance of Rights Certificates A-9 Section 4 Form of Rights Certificates A-11 Section 5 Countersignature and Registration

HF Foods Adopts Limited Duration Stockholder Rights Plan

EX-99.1 4 d425223dex991.htm EX-99.1 Exhibit 99.1 HF Foods Adopts Limited Duration Stockholder Rights Plan LAS VEGAS, April 11, 2023 — HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (“HF Foods” or the “Company”), today announced that the Board of Directors (the “Board”) has approved the adoption of a limited duration stockholder rights p

Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock.

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF RIGHTS, PREFERENCES AND PRIVILEGES OF SERIES A PARTICIPATING PREFERRED STOCK OF HF FOODS GROUP INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware HF Foods Group Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions

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): April 11, 2023 HF FOODS GROUP INC

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): April 11, 2023 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

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): March 31, 2023 HF FOODS GROUP INC

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): March 31, 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.) 81-27

Subsidiaries of Registrant

Exhibit 21.1 HF FOODS GROUP INC. Subsidiaries Entity Name State of Incorporation Other Names under which Company Does Business HF Group Holding Corp. Delaware Han Feng, Inc. North Carolina Morning First Delivery, Inc. North Carolina R&N Holdings, LLC North Carolina R&N Charlotte, LLC North Carolina Chinesetg, Inc. New York HG Realty, LLC Georgia New Southern Food Distributors, Inc. Florida B&B Tru

HF Foods Announces Filing of 2022 Annual Report and Date of Combined 2022 & 2023 Annual Meeting of Stockholders Annual Meeting to be held on June 1, 2023 Holding of Annual Meeting Will Resolve Final Pending Nasdaq Delisting Determination

Exhibit 99.1 HF Foods Announces Filing of 2022 Annual Report and Date of Combined 2022 & 2023 Annual Meeting of Stockholders Annual Meeting to be held on June 1, 2023 Holding of Annual Meeting Will Resolve Final Pending Nasdaq Delisting Determination Las Vegas, NV – March 31, 2023 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (“HF Fo

Description of Registrant's Securities

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of HF Foods Group Inc. (the "Company," "us," "we," or "our") is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by, reference to our Second Amended a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38180 HF Foods Group Inc. (Exact name of registrant as specified i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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): March 16, 2023 HF FOODS GROUP INC

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): March 16, 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.) 81-27

HF Foods Reports Fourth Quarter and Full Year 2022 Financial Results Full Year Net Revenue up 47% to $1.2 Billion Distribution Network Services Over 15,000 Customers Across 46 States

Exhibit 99.1 HF Foods Reports Fourth Quarter and Full Year 2022 Financial Results Full Year Net Revenue up 47% to $1.2 Billion Distribution Network Services Over 15,000 Customers Across 46 States Las Vegas, NV – March 16, 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”), reported unaudited

Subsidiaries of Registrant

Exhibit 21.1 HF FOODS GROUP INC. Subsidiaries Entity Name State of Incorporation Other Names under which Company Does Business 1 HF Group Holding Corp. Delaware 2 Han Feng, Inc. North Carolina 3 Morning First Delivery, Inc. North Carolina 4 R&N Holdings, LLC North Carolina 5 R&N Charlotte, LLC North Carolina 6 Chinesetg, Inc. New York 7 New Southern Food Distributors, Inc. Florida 8 B&B Trucking S

Separation Agreement and Release of Claims, dated March 26, 2021, by and among HF Foods Group Inc. and Caixuan Xu

Exhibit 10.45 SEPARATION AGREEMENT AND RELEASE OF CLAIMS THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS ("Agreement") is entered into by and between B&R Global Holdings, Inc. ("Company") and Caixuan Xu ("Xu") (collectively, the "Parties") to resolve all matters relating to Xu's employment with Company and her separation of employment from Company. RECITALS WHEREAS, Company and Xu executed an Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-38180 HF Foods Group Inc. (Exact name of registrant as specified i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS G

Description of Registrant's Securities

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of the capital stock of HF Foods Group Inc. (the "Company," "us," "we," or "our") is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by, reference to our Second Amended a

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): January 16, 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-

Letter Agreement, dated January 17, 2022, by and among HF

EX-10.1 2 ex101-letteragreement11823.htm EX-10.1 Exhibit 10.1 HF FOODS GROUP INC. 6325 South Rainbow Boulevard, Suite 420 Las Vegas, Nevada 89118 January 17, 2023 Ms. Prudence Kuai [Redacted] Re: Independent Director Offer Letter Dear Prudence: HF Foods Group Inc., a Delaware corporation (the “Company” or “we”), is pleased to offer you, subject to the following conditions, a position as a member o

HF Foods Appoints Prudence Kuai to its Board of Directors

EX-99.1 3 ex991-pressrelease11823.htm EX-99.1 Exhibit 99.1 HF Foods Appoints Prudence Kuai to its Board of Directors Las Vegas, NV – January 19, 2023 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants throughout the United States (“HF Foods”, “HF Group” or the “Company”), has appointed Prudence Kuai, a 25-year veteran of the healthcare industry and a thought lead

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 17, 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-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 30, 2022 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

HF Foods Group Inc. Amended and Restated Severance Plan

Exhibit 10.1 HF FOODS GROUP INC. SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION Amended and Restated as of December 30, 2022 * * *IMPORTANT * * * Please read this booklet in its entirety. This document describes benefits available under the Severance Plan and summarizes situations in which those benefits may be reduced, delayed, forfeited, or denied, as well as your rights and responsibilities and th

HF FOODS ANNOUNCES RECEIPT OF ADDITIONAL NON-COMPLIANCE LETTER FROM NASDAQ AND EXTENSION OF STAY OF DELISTING PROCEEDINGS UNTIL JANUARY 31, 2023

Exhibit 99.1 PRESS RELEASE DATED NOVEMBER 17, 2022 HF FOODS ANNOUNCES RECEIPT OF ADDITIONAL NON-COMPLIANCE LETTER FROM NASDAQ AND EXTENSION OF STAY OF DELISTING PROCEEDINGS UNTIL JANUARY 31, 2023 Las Vegas, NV ? November 17, 2022 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (?HF Foods? or the ?Company?), announced today that the Com

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): November 14, 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Amended and Restated Bylaws

Exhibit 3.02 AMENDED AND RESTATED BY-LAWS OF HF FOODS GROUP INC. ? A Delaware Corporation ? AMENDED AND RESTATED BY-LAWS OF HF FOODS GROUP INC. ARTICLE I OFFICES SECTION 1.1 Principal Office. The registered office of HF Foods Group Inc. (the ?Corporation?) shall be located in such place as may be provided from time to time in the Second Amended and Restated Certificate of Incorporation of the Corp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 31, 2022 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-

Consent Under Third Amended and Restated Credit Agreement, dated October 26, 2022

13834800v3 10/26/2022 8:50 AM 1075.279 CONSENT UNDER THIRD AMENDED AND RESTATED CREDIT AGREEMENT This CONSENT UNDER THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Consent") is entered into as of October 26, 2022 by and among HF FOODS GROUP INC., a Delaware corporation ("HF"), B&R GLOBAL HOLDINGS, INC., a Delaware corporation ("B&R"), RONGCHENG TRADING, LLC, a California limited liability compa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 26, 2022 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-

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 28, 2022 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.) 8

PRESS RELEASE DATED OCTOBER 4, 2022

Exhibit 99.1 PRESS RELEASE DATED OCTOBER 4, 2022 HF FOODS ANNOUNCES RECEIPT OF DELISTING DETERMINATION FROM NASDAQ; REQUESTS HEARING Las Vegas, NV ? October 4, 2022 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (?HF Foods? or the ?Company?), announced today that the Company received a Staff Delisting Determination (the ?Staff Determi

PRESS RELEASE DATED AUGUST 17, 2022

Exhibit 99.1 PRESS RELEASE DATED AUGUST 17, 2022 HF FOODS ANNOUNCES RECEIPT OF ADDITIONAL NON-COMPLIANCE LETTER FROM NASDAQ Las Vegas, NV ? August 17, 2022 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (?HF Foods? or the ?Company?), announced today that the Company received an additional notification letter from the Listing Qualifica

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 11, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

1

Exhibit 99.1 HF Foods Appoints Carlos Rodriguez as Chief Financial Officer Las Vegas, NV ? July 14, 2022 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants throughout the United States (?HF Foods?, ?HF Group? or the ?Company?), is pleased to announce the appointment of Mr. Carlos A. Rodriguez as Chief Financial Officer, effective on or before August 1, 2022. Mr.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 8, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File Nu

Offer Letter, dated July 8, 2022, by and among HF Foods Group, Inc. and Carlos A. Rodriguez

HF FOODS GROUP INC 6325 S. Rainbow Blvd., Las Vegas, NV 89117 July 1, 2022 Carlos A. Rodriguez San Gabriel, CA Re: Offer of Employment ? Chief Financial Officer Dear Carlos: HF Foods Group, Inc. (hereinafter, the ?Company?) is pleased to extend an offer of employment to you for the position described below and based upon the terms outlined. Please take the time necessary to read this offer of empl

Letter Agreement, dated June 30, 2022, by and among HF Foods Group Inc. and Jose Maroto

marotoletteragreement-fu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 30, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File N

1

Exhibit 99.1 HF Foods Appoints Jose Maroto to its Board of Directors Las Vegas, NV ? July 7, 2022 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants throughout the United States (?HF Foods?, ?HF Group? or the ?Company?), has appointed Jose Maroto to the Company?s board of directors effective July 1, 2022. Mr. Maroto is a 29-year veteran in the foodservice industr

Separation and Release Agreement, dated May 18, 2022, by and among HF Foods Group Inc. and Kong Hian Lee

a20220518vltsa-fullyexec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 18, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File Nu

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): May 12, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File Nu

1

Exhibit 99.1 HF FOODS ANNOUNCES RECEIPT OF ADDITIONAL NON-COMPLIANCE LETTER FROM NASDAQ Las Vegas, NV ? May 18, 2022 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (?HF Foods? or the ?Company?), announced today that the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 6, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File Num

Asset Purchase Agreement, dated as of April 19, 2022, by and among Sealand Food, Inc., Connie Wang, Jenny Wang and Great Wall Seafood VA, L.L.C. and, solely for purposes of Section 2.1(d) thereof, HF Foods Group, Inc.

1 17618573v10 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?) is entered as of the day of April , 2022, by and among: (a) (i) Sealand Food, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 19, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 15, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

Offer of Employment for Felix Lin dated April 15, 2022

HF FOODS GROUP INC 6325 S. Rainbow Blvd., Las Vegas, NV 89117 April 15, 2022 Felix Lin 179 Broadleaf Drive Macon, GA 31210 Re: Offer of Employment ? Chief Operating Officer Dear Felix: HF Foods Group, Inc. (hereinafter, the ?Company?) is pleased to extend an offer of employment to you for the position described below and based upon the terms outlined. Please take the time necessary to read this of

April 15, 2022 VIA EDGAR Re: HF Foods Group Inc. Form 10-K for the Year Ended December 31, 2020 Filed March 16, 2021 File No. 001-38180 Dear Mr. Shapiro and Mr. Jones: On behalf of our client, HF Foods Group Inc. (“HF Foods” or the “Company”), we sub

April 15, 2022 VIA EDGAR Re: HF Foods Group Inc. Form 10-K for the Year Ended December 31, 2020 Filed March 16, 2021 File No. 001-38180 Dear Mr. Shapiro and Mr. Jones: On behalf of our client, HF Foods Group Inc. (?HF Foods? or the ?Company?), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the ?Staff?) of the Securities and Exchange Commissi

PRESS RELEASE DATED APRIL 7, 2022

Exhibit 99.1 PRESS RELEASE DATED APRIL 7, 2022 HF FOODS ANNOUNCES RECEIPT OF NON-COMPLIANCE LETTER FROM NASDAQ Las Vegas, NV ? April 7, 2022 ? HF Foods Group, Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the United States (?HF Foods? or the ?Company?), announced today that the Company received a notification letter from the Listing Qualifications Department of The Na

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): April 7, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File N

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 31, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

Third Amended and Restated Credit Agreement by and among HF Foods Group Inc., B&R Global Holdings, Inc. and certain of the wholly-owned subsidiaries and affiliates of the Company, as borrowers, JPMorgan Chase Bank, N.A. as Administrative Agent, and certain lender parties thereto, including Comerica Bank, dated March 31, 2022*

13305085v8 3/30/2022 11:07 AM 1075.279 THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2022 among HF FOODS GROUP INC., B&R GLOBAL HOLDINGS, INC. and certain of their Affiliates The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger ASSET BASED LENDING -i- TABLE OF CONTENTS Page ARTICLE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Christopher Peterson +1 212.836.8861 Direct [email protected] March 4, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr

Christopher Peterson +1 212.836.8861 Direct [email protected] March 4, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Robert Shapiro Mr. Doug Jones Re: HF Foods Group Inc. Form 10-K for the Year Ended December 31, 2020 Filed March 16, 2021 Form 10-Q for the Fiscal Q

Entry into a Material Definitive Agreement

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): February 18, 2022 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission Fi

Christopher Peterson +1 212.836.8861 Direct [email protected] February 17, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn

Christopher Peterson +1 212.836.8861 Direct [email protected] February 17, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Robert Shapiro Mr. Doug Jones Re: HF Foods Group Inc. Form 10-K for the Year Ended December 31, 2020 Filed March 16, 2021 Form 10-Q for the Fisc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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): December 30, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission Fi

Great Wall Seafood IL, L.L.C., Great Wall Seafood TX, L.L.C., Bo Chuan Wong and Qiu Xian Li, dated December 30, 2021

1 17323316v14 EXECUTION VERSION ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this ?Agreement?) is entered as of the 30th day of December, 2021 (the ?Closing Date?), by and among: (a) (i) Great Wall Seafood Supply, Inc.

HF Foods Acquires Leading Seafood Supplier Great Wall Group

HF Foods Acquires Leading Seafood Supplier Great Wall Group Las Vegas, NV ? January 4, 2022 ? HF Foods Group Inc.

Consent, Waiver, Joinder and Amendment No. 3 to Second Amended and Restated Credit Agreement by and among HF Foods Group Inc., B&R Global Holdings, Inc. and certain of the wholly-owned subsidiaries and affiliates of the Company, including Great Wall Seafood IL, L.L.C., and Great Wall Seafood TX, L.L.C., as borrowers, JPMorgan Chase Bank, N.A. as Administrative Agent, and certain lender parties thereto, including Comerica Bank, dated December 30, 2021

13157744v6 12/30/2021 12:33 PM 1075.279 CONSENT, WAIVER, JOINDER AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This CONSENT, WAIVER, JOINDER AND AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of December 30, 2021 by and among HF FOODS GROUP INC., a Delaware corporation ("HF"), B&R GLOBAL HOLDINGS, INC., a Delaware corpora

Via Edgar

Robert Shapiro December 22, 2021 Page 1 Via Edgar December 22, 2021 Robert Shapiro Division of Corporation Finance Office of Trade & Services U.

Letter Agreement by and between HF Foods Group Inc. and Valerie P. Chase, dated December 10, 2021

HF FOODS GROUP INC. 19319 Arenth Avenue City of Industry, CA 91748 December 10, 2021 Ms. Valerie Chase [Address Redacted] Re: Independent Director Offer Letter Dear Valerie: HF Foods Group Inc., a Delaware corporation (the ?Company? or ?we?), is pleased to offer you, subject to the following conditions, a position as a member of its Board of Directors (the ?Board?). We believe your background and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission

HF Foods Appoints Valerie P. Chase to its Board of Directors

HF Foods Appoints Valerie P. Chase to its Board of Directors Las Vegas, NV ? December 15, 2021 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the Southeast, Pacific and Mountain West regions of the United States (?HF Foods?, ?HF Group? or the ?Company?), has appointed Valerie P. Chase, an accounting and finance executive with over 15 years of public co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): December 13, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission Fi

Via Edgar

Via Edgar December 8, 2021 Robert Shapiro Division of Corporation Finance Office of Trade & Services U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hour per response 2.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 8, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission Fi

Letter from Friedman LLP to the Securities and Exchange Commission dated September 10, 2021

September 10, 2021 United States Securities and Exchange Commission 100 F Street, N.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 1, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission Fi

Continuing Guaranty, dated August 2, 2021, executed by HF Foods Group Inc. in favor of JPMorgan Chase Bank, N.A.

Continuing Guaranty HF FOODS GROUP INC.Name of Guarantor: 6001 W MARKET STREETGuarantor's Address: GREENSBORO, NC 27409 Page 1 of 6 Limitation. The Guarantor's obligation under this Guaranty is UNLIMITED. the foregoing transactions. measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, or any combination of currencies, commodities, equity secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001

Employment Agreement between Christine Chang and HF Foods Group Inc., dated as of July 29, 2021

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): July 29, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File N

Press Release dated August 4, 2021

HF Foods Group Announces the Appointment of Christine Chang as General Counsel and Chief Compliance Officer CITY OF INDUSTRY, CA ? August 4, 2021 ? HF Foods Group Inc.

HF Foods Group Inc. Severance Plan

HF FOODS GROUP INC. SEVERANCE PLAN AND SUMMARY PLAN DESCRIPTION AUGUST 2, 2021 * * *IMPORTANT * * * Please read this booklet in its entirety. This document describes benefits available under the Severance Plan and summarizes situations in which those benefits may be reduced, delayed, forfeited, or denied, as well as your rights and responsibilities and the procedures and deadlines for filing a cla

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 22, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File N

Submission of Matters to a Vote of Security Holders

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 17, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File N

As filed with the Securities and Exchange Commission on June 14, 2021

As filed with the Securities and Exchange Commission on June 14, 2021 Registration No.

Certificate of Amendment to Certificate of Incorporation

CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HF FOODS GROUP INC.

Form of Restricted Stock Agreement

19031000.1 PG-170-2 HF FOODS GROUP INC. 2018 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT THIS AGREEMENT made as of , 2021 [insert date on which Committee awards the Restricted Stock] (the ?Grant Date?), by and between HF Foods Group Inc. (the ?Company?), and (the ?Awardee?). WITNESSETH: WHEREAS, the Company has adopted and maintains the HF Foods Group Inc. 2018 Omnibus Equity Incentiv

Financial Statements and Exhibits, Other Events

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): May 28, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File Nu

Ki Tai Yeung, HF Group Holding Corp., and Kirnland Food Distribution, Inc.

1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is entered this 28th day of May, 2021, by and among Ki Tai Yeung, an individual residing in the State of New York (?Stockholder?), constituting the minority stockholder of Kirnland Food Distribution, Inc.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 00

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

HF Foods Reports Fourth Quarter and Full Year 2020 Financial Results CITY OF INDUSTRY, CA – March 16, 2021 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the Southeast, Pacific and Mountain West regions o

HF Foods Reports Fourth Quarter and Full Year 2020 Financial Results CITY OF INDUSTRY, CA ? March 16, 2021 ? HF Foods Group Inc.

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NO. 001-38180 HF Foods Gr

Financial Statements and Exhibits, Other Events

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): March 16, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

Separation Agreement between HF Foods Group Inc. and Zhou Min Ni, dated February 23, 2021

1 C:\Users\LICH5726\Documents\HF FOODS GROUP NiTransition and Release Agreement Final Execution version - 2 23 21.

Lease dated July 2, 2018, between Anheart Inc. and Premier 273 Fifth, LLC

Amendment of Lease, dated as of January 21, 2021, between Anheart, Inc. and Premier 273 Fifth, LLC

Subsidiaries of Registrant (filed herewith)

Exhibit 21 HF FOODS GROUP INC. Subsidiaries Entity Name State of Incorporation Other Names under which Company Does Business 1 HF Group Holding Corp. North Carolina 2 Han Feng, Inc. North Carolina 3 Truse Trucking, Inc. North Carolina 4 Morning First Delivery, Inc. North Carolina 5 R&N Holdings, LLC North Carolina 6 R&N Lexington, LLC North Carolina 7 R&N Charlotte, LLC North Carolina 8 Kirnsway M

Assignment and Assumption of Lease Agreement, dated as of January 21, 2021 between Anheart, Inc. and 273 Fifth Avenue, LLC

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Lease Agreement between Yoan Chang Trading, Inc. and Kirnland Food Distribution, Inc., dated as of January 1, 2021

Press release dated February 25, 2021

HF Foods Group Announces the Resignation of Mr. Zhou Min Ni as Co-Chief Executive Officer and Chairman of the Board of Directors and the Appointment of Russell T. Libby as Chairman of the Board of Directors CITY OF INDUSTRY, CA ? February 25, 2021 ? HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian/Chinese restaurants across the Southeast, Pacific and Mountain West regions of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 22, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission Fi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 10, 2021 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission Fi

EX-10.2

EX-10.1

EX-10.3

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Letter Agreement with Kong Hian Victor Lee dated December 6, 2019

Exhibit 10.1 B&R GLOBAL HOLDINGS, INC. December 6, 2019 Kong Hian Lee aka Victor Lee At-Will Employment Agreement Dear Victor: B&R Global Holdings, Inc., a Delaware corporation (the “Company”), is pleased to extend an offer of at-will employment to you based on the general terms and conditions set forth in this letter agreement. The term “Company” as used herein with respect to all of your obligat

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number

Amendment to Letter Agreement with Kong Hian Victor Lee dated October 1, 2020

Exhibit 10.2 HF FOODS GROUP INC 19317 - 19319 ARENTH AVENUE, CITY OF INDUSTRY, CA 1 October 2020 Kong Hian Lee a/k/a Victor Lee 19319 Arenth Avenue City of Industry, CA 91748 Re: Amendment of “Kong Hian aka Victor Lee At-Will Employment Agreement” Dated December 6, 2019 Dear Victor: This will serve as an amendment to the “Kong Hian aka Victor Lee At-Will Employment Agreement” Dated December 6, 201

HFFG / HF Foods Group Inc. / Ni Zhou Min - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) HF Foods Group Inc. (Name of Issuer) Common Stock, par value $.0001 (Title of Class of Securities) 40417F109 (CUSIP Number) David B. Puryear, Jr. Puryear and Lingle, P.L.L.C. 5501-E Adams Farm Lane Greensboro, NC 27407 (336) 218-0227 (Name, Address and Te

Other Events - 8-K

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): October 9, 2020 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001

Submission of Matters to a Vote of Security Holders

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 15, 2020 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File N

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38180 HF FOODS G

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001 38180 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR CUSIP NUMBER For Period Ended: March 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10

HF Foods Appoints Victor Lee as Chief Financial Officer Relocates Corporate Headquarters to City of Industry, California to Improve Operational Efficiency

Exhibit 99.1 HF Foods Appoints Victor Lee as Chief Financial Officer Relocates Corporate Headquarters to City of Industry, California to Improve Operational Efficiency CITY OF INDUSTRY, CA – May 4, 2020 – HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to Asian restaurants across the Southeast, Pacific and Mountain West regions of the United States, has appointed Victor Lee as the c

- FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): April 30, 2020 HF FOODS GROUP INC (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

- FORM DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

HFFG / HF Foods Group Inc. PRE 14A - - FORM PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): April 1, 2020 HF FOODS GROUP INC. (Exact Name of Registrant as Specified in Charter) Delaware State or Other Jurisdiction of Incorporation of Organization) 001-38013 (Commission File

Mutual Rescission Agreement between HF Group and Rescinding Shareholders dated April 1, 2020

Exhibit 10.1 MUTUAL RESCISSION AGREEMENT This MUTUAL RESCISSION AGREEMENT (“Agreement”) is entered into as of April 1, 2020, by and between HF FOODS GROUP INC., a Delaware corporation (“HFFG”); and the HFFG Shareholders who subscribe to this Agreement, and their assigns, collectively referred to as the “Rescinding Shareholders”. RECITALS WHEREAS, on or about November 4, 2019, HFFG, B&R Global Hold