Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 12, 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 Annual Report on Form 10-Q for the three months ended March 31, 2022 (the "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"), 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 April 7, 2022, the Company received a notification letter from the Listing Qualifications Department of Nasdaq on April 1, 2022 (the "Initial Notification Letter") relating to the Company's delay in filing the Form 10-K. The Initial Notification Letter stated that, under Nasdaq rules, the Company has 60 calendar days, or until May 31, 2022, to submit a plan to regain compliance with Nasdaq's continued listing requirements. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days, or until September 27, 2022 to regain compliance. The Company can also regain compliance with Nasdaq's continued listing requirements at any time before May 31, 2022, by filing the Form 10-K with the Securities and Exchange Commission (the "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 Form 10-K and the Form 10-Q 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 May 11, 2022, indicating that the filing of the Form 10-Q would be delayed primarily to its ongoing review of the accounting treatment relating to the Company's business combination with B&R Global Holdings, Inc. on November 4, 2019 in response to a SEC comment letter.




Item 8.01 Other Events

On May 18, 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 No.      Description of Exhibits
        99.1           Press release issued by HF Foods Group, Inc. on     May 18    , 2022

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 and the 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, the outcome of the comment letter received from the SEC, 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

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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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