HF Foods Group Inc
For the period ended Dec 31, 2023. Filed Mar 26, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 26, 2024
HFFG$1.45-2.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Annual Report on Form 10-K:
- Consolidated Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
- Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes in this Annual Report on Form 10-K.
- Exhibits
The following exhibits are incorporated herein by reference or are filed or furnished with this report as indicated below:
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Exhibit/Appendix | Filing Date |
| 2.1 | Merger Agreement dated March 27, 2018, by and among Atlantic Acquisition Corp., HF Group Merger Sub Inc., HF Group Holding Corporation, the stockholders of HF Group Holding Corporation and Zhou Min Ni, as the stockholders’ representative | DEF14A | A | 7/18/2018 |
| 3.1 | Second Amended and Restated Certificate of Incorporation | 8-K | 3.1.2 | 11/5/2019 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Exhibit/Appendix | Filing Date |
| 3.2 | Amended and Restated Bylaws | 8-K | 3.02 | 11/4/2022 |
| 3.3 | Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock | 8-K | 3.1 | 4/12/2023 |
| 3.4 | First Amendment to Amended and Restated Bylaws, dated April 25, 2023 | 8-K | 3.1 | 4/26/2023 |
| 4.1 | Specimen Common Stock Certificate | S-1/A | 4.2 | 7/28/2017 |
| 4.2 | Form of Rights Agreement, dated August 8, 2017, by and between American Stock Transfer & Trust Company, LLC and the Registrant | 8-K | 4.1 | 8/11/2017 |
| 4.3 | Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC | S-1/A | 4.5 | 7/28/2017 |
| 4.4 | 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 | 8-K | 4.1 | 4/12/2023 |
| 4.5* | Description of Registrant's Securities | |||
| 10.1† | HF Food Group Inc. 2018 Omnibus Equity Incentive Plan | DEF14A | B | 7/18/2018 |
| 10.2 | Form of Registration Rights Agreement between the Company, HF Group Holdings Corporation and Zhou Min Ni, as representative of the stockholders of HF Foods | 8-K | 10.9 | 8/27/2018 |
| 10.3† | Employment Agreement as amended dated as of August 22, 2018 between HF Foods Group Inc. and Zhou Min Ni | 8-K | 10.10 | 9/13/2018 |
| 10.4† | Employment Agreement as amended dated as of August 22, 2018 between HF Foods Group Inc. and Chan Sin Wong | 8-K | 10.11 | 9/13/2018 |
| 10.5† | Employment Agreement as amended dated as of August 22, 2018 between HF Foods Group Inc. and Jian Ming Ni | 8-K | 10.12 | 9/13/2018 |
| 10.6 | Credit Agreement dated as of January 5, 2012 between Han Feng, Inc. and East West Bank | 10-K | 10.12 | 4/1/2019 |
| 10.7 | Amendment to Credit Agreement dated as of May 21, 2013 by and between Han Feng, Inc. and East West Bank | 10-K | 10.13 | 4/1/2019 |
| 10.8 | Second Amendment to Credit Agreement dated as of December 10, 2013 by and between Han Feng, Inc. and East West Bank | 10-K | 10.14 | 4/1/2019 |
| 10.9 | Third Amendment to Credit Agreement dated as of July 1, 2016 between Han Feng, Inc. and East West Bank | 10-K | 10.15 | 4/1/2019 |
| 10.10 | Fourth Amendment to Credit Agreement dated July 18, 2017 between Han Feng, Inc. and East West Bank | 10-K | 10.16 | 4/1/2019 |
| 10.11 | Credit Agreement dated as of February 26, 2018 between New Southern Food Distributors, Inc. and Bank of America, N.A. | 10-K | 10.17 | 4/1/2019 |
| 10.12 | Warehouse Lease Agreement dated as January 7, 2019 between Yoan Chang Trading and Kirnland Food Service | 10-K | 10.18 | 4/1/2019 |
| 10.13 | Membership Interest Purchase Agreement among B&R Global Holdings, Inc., B&R Group Realty Holding, LLC, and subsidiaries of B&R Group Realty Holding, LLC, dated January 17, 2020 | 10-Q | 2.1 | 5/18/2020 |
| 10.14 | Second Amended and Restated Credit Agreement among HF Foods Group Inc. B&R Global Holdings, Inc., subsidiaries of the Company, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and certain lender parties thereto, dated January 17, 2020 | 10-Q | 10.1 | 5/18/2020 |
| 10.15† | Letter Agreement between HF Foods Group Inc. and Russell T. Libby | 10-Q | 10.2 | 5/18/2020 |
| 10.16 | Mutual Rescission Agreement between HF Foods and Rescinding Shareholders dated April 1, 2020 | 10-Q | 10.3 | 5/18/2020 |
| 10.17 | Assignment and Assumption of Lease Agreement, dated as of January 21, 2021 between Anheart, Inc. and 273 Fifth Avenue, LLC | 10-K | 10.25 | 3/16/2021 |
| 10.18 | Lease dated July 2, 2018, between Anheart Inc. and Premier 273 Fifth, LLC | 10-K | 10.26 | 3/16/2021 |
| 10.19 | Amendment of Lease, dated as of January 21, 2021, between Anheart, Inc. and Premier 273 Fifth, LLC | 10-K | 10.27 | 3/16/2021 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Exhibit/Appendix | Filing Date |
| 10.20† | Separation Agreement between HF Foods Group Inc. and Zhou Min Ni, dated February 23, 2021 | 10-K | 10.28 | 3/16/2021 |
| 10.21 | Lease Agreement between Yoan Chang Trading, Inc. and Kirnland Food Distribution, Inc., dated as of January 1, 2021 | 10-K | 10.29 | 3/16/2021 |
| 10.22 | Stock Purchase Agreement, dated May 28, 2021, by and among Ki Tai Yeung, HF Group Holding Corp., and Kirnland Food Distribution, Inc. | 8-K | 10.1 | 6/1/2021 |
| 10.23† | HF Foods Group Inc. Amended and Restated Severance Plan | 8-K | 10.1 | 1/5/2023 |
| 10.24† | Employment Agreement between Christine Chang and HF Foods Group Inc., dated as of July 29, 2021 | 8-K | 10.2 | 8/4/2021 |
| 10.25 | Continuing Guaranty, dated August 2, 2021, executed by HF Foods Group Inc. in favor of JPMorgan Chase Bank, N.A. | 8-K | 10.1 | 9/9/2021 |
| 10.26† | Letter Agreement by and between HF Foods Group Inc. and Valerie P. Chase, dated December 10, 2021 | 8-K | 5.1 | 12/15/2021 |
| 10.27 | 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 | 8-K | 10.1 | 1/4/2022 |
| 10.28 | Asset Purchase Agreement by and among Great Wall Seafood Supply, Inc., Great Wall Restaurant Supplier, Inc., First Mart Inc., 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 | 8-K | 10.2 | 1/4/2022 |
| 10.29† | Form of Restricted Stock Agreement | S-8 | 4.7 | 6/15/2021 |
| 10.30 | 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 | 8-K | 10.1 | 4/1/2022 |
| 10.31† | Offer of Employment for Felix Lin dated April 15, 2022 | 8-K | 10.1 | 4/20/2022 |
| 10.32 | 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. | 8-K | 10.1 | 4/25/2022 |
| 10.33† | Separation and Release Agreement, dated May 18, 2022, by and among HF Foods Group Inc. and Kong Hian Lee | 8-K | 10.1 | 5/24/2022 |
| 10.34† | Offer Letter, dated July 8, 2022, by and among HF Foods Group, Inc. and Carlos A. Rodriguez | 8-K | 10.1 | 7/14/2022 |
| 10.35† | Letter Agreement, dated January 17, 2022, by and among HF Foods Group Inc. and Prudence Kuai | 8-K | 10.1 | 1/19/2023 |
| 10.36 | Consent Under Third Amended and Restated Credit Agreement, dated October 26, 2022 | 8-K | 10.1 | 10/31/2022 |
| 10.37† | Separation Agreement and Release of Claims, dated March 26, 2021, by and among HF Foods Group Inc. and Caixuan Xu | 10-K | 10.45 | 1/31/2023 |
| 21.1* | Subsidiaries of Registrant | |||
| 23.1* | Consent of BDO USA, P.C. | |||
| 31.1* | Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended | |||
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended | |||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| Incorporated by Reference | ||||
| Exhibit Number | Description | Form | Exhibit/Appendix | Filing Date |
|---|---|---|---|---|
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 97.1* | Policy for the Recovery of Erroneously Awarded Compensation | |||
| 101* | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K | |||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| † | Indicates a management contract or compensatory plan or arrangement. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.