Item 1.01 Entry into a Material Definitive Agreement.

On April 19, 2022, HF Foods Group, Inc. (the "Company") entered into an Asset Purchase Agreement, dated as of April 19, 2022, by and among Sealand Food, Inc. ("Sealand"), Connie Wang, Jenny Wang, Great Wall Seafood VA, L.L.C. ("Great Wall"), an indirect subsidiary of the Company, and, solely for purposes of Section 2.1(d) thereof, the Company (the "Asset Purchase Agreement"). Under the terms of the Asset Purchase Agreement, Great Wall is to acquire substantially all of the assets of Sealand, including equipment, machinery, intellectual property and vehicles as set forth in the Asset Purchase Agreement, for cash consideration of $20 million plus approximately $12.5 million worth of inventory to be finalized at closing. The acquisition is expected to be completed during the second quarter of 2022, subject to the satisfaction of certain customary conditions set forth in the Asset Purchase Agreement.

The Asset Purchase Agreement contains customary representations and warranties for transactions of this type, including but not limited to representations and warranties made by Sealand and Great Wall.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.



              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. 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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Item 9.01 Financial Statements and Exhibits



(d) Exhibits
      No.       Description
     10.1         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.
      104       Cover Page Interactive Data File. The cover page XBRL tags are embedded
                within the inline XBRL document (contained in Exhibit 101)

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