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EX-10.1 - EX-10.1 - HF Foods Group Inc.exhibit101stockpurchasea.htm

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 Number)
81-2717873
(IRS Employer
Identification Number)
19319 Arenth Avenue
City of Industry, CA
(Address of Principal Executive Offices)
 
91748
(Zip Code)

Registrant’s telephone number, including area code: (626) 338-1090


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 valueHFFGNasdaq Capital Market


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 (see General Instruction A.2. below):

☐     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))

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 8.01     Other Events

On May 29, 2021, HF Group Holding Corp. (“HFGHC”), a wholly-owned subsidiary of HF Foods Group Inc., (collectively the “Company”) consummated a Stock Purchase Agreement (the “SPA”) with Ki Tai Yeung, a New York resident, dated as of May 28, 2021. Pursuant to the SPA, Mr. Yeung sold to the Company his minority ownership interest in Kirnland Food Distribution, Inc. (“Kirnland”), a Georgia corporation in which HFGHC owned majority interest. Under the terms and conditions set forth in the SPA, HFGHC purchased from Mr. Yeung 33-1/3% of Kirnland’s issued and outstanding shares for cash consideration of $5,000,000.00. As a result of the transaction, Kirnland now is a wholly-owned subsidiary of the Company.

The SPA is furnished as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA.

Item 9.01     Financial Statements and Exhibits

(a) Financial Statements of Business Acquired
Not applicable

(b) Pro Forma Financial Information
Not applicable

(c) Shell Company Transactions
Not applicable

(d) Exhibits


SIGNATURES


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.

HF FOODS GROUP INC.
Date: June 1, 2021/s/ Kong Hian Lee
Kong Hian Lee
Chief Financial Officer