Washington, D.C. 20549


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

(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of
File No.)
(IRS Employer
Identification No.)
6325 South Rainbow Boulevard, Suite 420
Las Vegas, Nevada
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (888)-905-0998

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.0001 par valueHFFG
Nasdaq Capital Market
Preferred Share Purchase RightsN/A
Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

On July 1, 2024, Prudence Kuai informed the Board of Directors (the “Board”) of HF Foods Group Inc. (the “Company”) of her intention to resign from the Board and all committees thereof, effective July 5, 2024. Ms. Kuai’s resignation from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Dr. Yujie Wang as a Director

Effective July 5, 2024, the Board, upon the recommendation of its Nominating and Governance Committee, appointed Dr. Yujie Wang (“Dr. Wang”) as a member of the Board.

Dr. Wang is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Wang was not selected as a director pursuant to any arrangement or understanding between himself and any other person.

The Board has determined that Dr. Wang is an independent director under applicable Company and Nasdaq standards and has been named to serve on the Audit and Compensation Committees of the Board.

In connection with his appointment, Dr. Wang will enter into a letter agreement with the Company reflecting the terms of his appointment, including the standard compensation for the Company’s independent directors and other normal terms relating to confidentiality and avoidance of conflicts of interest, substantially in the form as the Company’s other independent directors have entered, the form of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2024.

A copy of the Company’s press release dated July 5, 2024, announcing the appointment of Dr. Wang is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
Description of Exhibits
Cover Page Interactive Data File (formatted as Inline XBRL)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 5, 2024/s/ Cindy Yao
Cindy Yao
Chief Financial Officer

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 of Dr. Wang, Prudence Kuai has departed from her position as a director of the Company. As a result of the appointment of Dr. Wang, the Company’s board of directors continues to be comprised of four independent directors and Mr. Peter Zhang, the CEO of the Company.

Dr. Wang is a veteran of the food production industry with more than 25 years of experience in product development, sales, and general management, with specialization in key account management, technical expertise in product development and support for quick service restaurants, and personnel and organizational development. Dr. Wang holds a PhD in Food Engineering from Kansas State University.

“Dr. Wang’s unique background and experience complement the Company well,” said Mr. Zhang. “We are excited to welcome Dr. Wang into the HF Foods family.”

About HF Foods Group Inc.

HF Foods Group Inc. is a leading marketer and distributor of fresh produce, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. HF Foods aims to supply the increasing demand for Asian American restaurant cuisine, leveraging its nationwide network of distribution centers and its strong relations with growers and suppliers of fresh, high-quality specialty restaurant food products and supplies in the US, South America, and China. Headquartered in Las Vegas, Nevada, HF Foods trades on Nasdaq under the symbol “HFFG”. For more information, please visit www.hffoodsgroup.com.

Forward-Looking Statements

All statements in this news release other than statements of historical facts are forward-looking statements which contain our current expectations about our future results. We have attempted to identify any forward-looking statements by using words such as “aims,” “continues,” “expects,” “plans,” “will,” and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause the Company’s actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Such factors include, but are not limited to, those disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and other filings with the SEC. Readers are cautioned not

to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements.

Investor Relations Contact:

HFFG Investor Relations