Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On November 14, 2022, HF Foods Group Inc. (the "Company") received a
notification letter from the Listing Qualifications Department of The Nasdaq
Stock Market LLC ("Nasdaq") indicating that, as a result of the Company's delay
in filing its Quarterly Report on Form 10-Q for the three months ended September
30, 2022 (the "Q3 2022 Form 10-Q"), and because the Company has not yet filed
its Annual Report on Form 10-K for the year ended December 31, 2021 (the "Form
10-K"), its Quarterly Report on Form 10-Q for the three months ended March 31,
2022 (the "Q1 2022 Form 10-Q"), and its Quarterly Report on Form 10-Q for the
three months ended June 30, 2022 (the "Q2 2022 Form 10-Q", and, together with
the Form 10-K, the Q1 2022 Form 10-Q and the Q2 2022 Form 10-Q, the "Delinquent
Reports"), the Company is not in compliance with the timely filing requirements
for continued listing under Nasdaq Listing Rule 5250(c)(1). The notification
letter has no immediate effect on the listing or trading of the Company's common
stock on the Nasdaq Capital Market.
As previously disclosed, on September 27, 2022, the Company received a Staff
Delisting Determination (the "Staff Determination") from the Listing
Qualifications Department of Nasdaq relating to the Company's Delinquent
Reports. Pursuant to Nasdaq rules, the Company appealed the Staff Determination
to Nasdaq, and was granted a hearing date (the "Hearing") before the Nasdaq
Hearings Panel (the "Panel") on November 3, 2022. Based on the evidence the
Company presented prior to the hearing via written updates to the Panel and at
the Hearing, the Panel granted the Company an extended stay of delisting
proceedings, to last until January 31, 2023. The Company must provide an update
to the Panel on the progress of its independent auditors' review and procedures
by December 30, 2022. The Company can regain compliance with Nasdaq's continued
listing requirements at any time before January 31, 2023, by filing the
Delinquent Reports with the Securities and Exchange Commission ("SEC"), as well
as any subsequent periodic financial reports that may become due, and continuing
to comply with Nasdaq's other continued listing requirements. The Company
intends to file with the SEC the Delinquent Reports and regain compliance with
Nasdaq's continued listing requirements as soon as practicable.
The Company filed a Notification of Late Filing on Form 12b-25 on November 10,
2022, indicating that the filing of the Q3 2022 Form 10-Q would be delayed due
to additional review and procedures of complex technical and accounting issues.
The issues relate to the previously disclosed independent investigation by the
Special Investigation Committee of the Company's Board of Directors and the
previously disclosed concurrent, non-public SEC investigation.
Item 8.01 Other Events
On November 17, 2022, the Company issued a press release disclosing the
Company's receipt of the Nasdaq notification letter. A copy of the press release
is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibits
99.1 Press release issued by HF Foods Group Inc. on November 17, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends these forward-looking statements to be covered by the safe
harbor provisions for such statements. All statements that do not concern
historical facts are forward-looking statements. The words "believe," "could,"
"possibly," "probably," "anticipate," "estimate," "project," "expect," "may,"
"will," "should," "seek," "intend," "plan," "expect," or "consider" and similar
expressions are intended to identify forward-looking statements but are not the
exclusive means of identifying such statements. Forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
materially from such statements, including, but not limited to the risk that the
Company may not be able to file the Form 10-K, the Q1 2022 Form 10-Q, the Q2
2022 Form 10-Q and the Q3 2022 Form 10-Q within the currently expected
timeframe, risks that the Company may not regain compliance with Nasdaq
continued listing requirements within the applicable grace period, and other
factors disclosed under the caption "Risk Factors" in our Annual Report on Form
10-K for the year ended December 31, 2020 and other filings with the SEC. These
forward-looking statements should be considered in light of these risks and
uncertainties. The Company bases its forward-looking statements on information
currently available to it at the time of this report and undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of changes in underlying circumstances, new information, future events or
otherwise.
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