HF Foods Group Inc.

Current report

We may not realize the anticipated benefits of the Searay Acquisition, our first international expansion, which also exposes us to risks associated with international operations.

Current report

On August 31, 2026, we completed the acquisition of Searay Foods Inc. and Morgan Foods Inc., a Canadian importer and distributor of frozen seafood, for a base purchase price of CAD$47.9 million, paid in cash and shares of our common stock, plus contingent earnout payments based on achievement of specified EBITDA targets over a two- to three-year period following the closing of the Searay Acquisition. If we are unable to integrate the Searay Acquisition successfully or realize anticipated economic, operational and other benefits and synergies in a timely manner, our earnings may be materially adversely affected. Changes in the fair value of the contingent consideration payable to the sellers could be material to our results of operations.

Current report

The products we distribute in Canada are subject to regulation by Health Canada and the Canadian Food Inspection Agency. Further, foreign currency exchange rates and fluctuations may have an effect on our future costs or on future cash flows from our foreign operations and could materially adversely affect our financial condition and results of operations. Additionally, adverse economic conditions in Canada could materially impact our financial condition and results of operations. We are also subject to Canadian tax laws and to trade measures between the U.S. and Canada, including the tariffs and counter-tariffs imposed by both countries in 2026, any of which could adversely affect our business, financial condition and results of operations.

Current report

On August 31, 2026, we acquired 100% of the issued and outstanding equity interests of Searay Foods Inc. and Morgan Foods Inc., each a corporation formed under the laws of British Columbia. The purchase price of this acquisition was paid in cash and through the issuance of 1,701,871 shares of the Company's common stock into escrow (the "Escrow Shares"). The Escrow Shares issued in connection with the Searay Acquisition were not registered under the Securities Act of 1933, in reliance on Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering, and/or Regulation S thereunder, as an offshore transaction with non-U.S. persons. See Note 3 – Business Combination to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for additional information.

Previous report

Our stockholder rights plan could delay or prevent a change of control that our stockholders may consider favorable and could adversely affect the market price of our common stock.

Previous report

On June 11, 2026, our Board of Directors adopted a limited-duration stockholder rights plan and declared a dividend of one preferred share purchase right for each outstanding share of our common stock. The rights generally become exercisable if a person or group acquires beneficial ownership of 15% or more of our outstanding common stock in a transaction not approved by our Board, in which case holders other than the acquiring person would be entitled to purchase our common stock at a substantial discount, resulting in significant dilution to the acquiring person. The rights plan is intended to protect stockholders from unreported group formation and unsolicited takeover efforts that our Board believes do not offer adequate value, but it may also have the effect of deterring, delaying, or preventing a change of control, including an acquisition that some or all of our stockholders might consider beneficial or that would result in a premium over the market price of our common stock. The existence of the rights plan may also limit the price that investors are willing to pay for our common stock, and could discourage proxy contests or make it more difficult for stockholders to replace members of our Board or management. The rights plan is scheduled to expire on June 10, 2027, unless earlier redeemed, exchanged, or terminated, and our Board may extend, amend, or terminate the plan.

Previous report

None.