hffg-20240531

SECURITIES AND EXCHANGE COMMISSION

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): May 31, 2024

(Exact name of registrant as specified in its charter)


Delaware (State or other Jurisdiction of incorporation)			001-38180 (Commission File No.)			81-2717873 (IRS Employer Identification No.)


6325 South Rainbow Boulevard, Suite 420 Las Vegas, Nevada (Address of principal executive offices)			89118 (Zip Code)

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

(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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	HFFG	Nasdaq Capital Market
Preferred Share Purchase Rights	N/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.

As previously disclosed, effective April 8, 2024, Carlos Rodriguez departed from his role as Chief Financial Officer of HF Foods Group Inc. (the “Company”). In connection with Mr. Rodriguez’s departure, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Rodriguez on May 31, 2024 (the “Effective Date”). Under the Separation Agreement Mr. Rodriguez will be entitled, subject to his non-revocation of a general release of claims in favor of the Company, to payments from the Company (i) in an amount equal to Mr. Rodriguez’s annual base salary of $400,000, to be paid out in three equal installments between a date that is within ten days of the Effective Date and January 15, 2025, and (ii) in an amount equal to 70% of Mr. Rodriguez’s annual base salary to be paid out in a lump sum within 14 calendar days of the Effective Date. Mr. Rodriguez will also be entitled to certain outstanding restricted stock units and performance stock units granted to Mr. Rodriguez which were scheduled to vest on April 15, 2024.

The foregoing description of the terms and conditions of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number			Description of Exhibits
10.1			Separation Agreement, effective May 31, 2024, between HF Foods Group Inc. and Carlos Rodriguez.
104			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.


			HF FOODS GROUP INC.

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