Item 1.02. Termination of A Material Definitive Agreement.
On April 1, 2020, HF Foods Group Inc. (the "Company") entered into a Mutual
Rescission Agreement with certain of its shareholders (the "Rescinding
Shareholders"), to rescind ab initio and terminate a Tag-Along Agreement entered
into in connection with the Merger Agreement dated as of June 21, 2019, by and
among the Company, B&R Merger Sub Inc., a Delaware corporation, or "Merger Sub",
B & R Global Holdings, Inc., a Delaware corporation, or "B&R Global", the
stockholders of B&R Global, and Xiao Mou Zhang, as representative of the
stockholders. The Tag-Along Agreement provided the Rescinding Shareholders with
tag-along rights in the event a shareholder signatory to the Tag-Along Agreement
desired to sell his or her HF Group securities in a private transaction, enter
into a transaction that would have the same effect, or enter into any swap,
hedge or other arrangement that would have transferred, in whole or in part, any
of the economic consequences of ownership of such shares, or entered into any
transaction, swap, hedge or other arrangement, or engage in any short sales with
respect to any security of the Company. The foregoing description of the Mutual
Rescission Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Mutual Rescission Agreement, which
is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Form of Mutual Rescission Agreement between HF Group and Rescinding
10.1 Shareholders dated April 1, 2020
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