Item 5. Other Information
ITEM 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the quarter ended September 30, 2025, none of our officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. Exhibits
The following exhibits are incorporated herein by reference or are filed or furnished with this report as indicated below:
Incorporated by Reference
Exhibit Number Description Form Exhibit Filing Date
3.1
Second Amended and Restated Certificate of Incorporation
8-K 3.1.2 11/5/2019
3.2
Amended and Restated Bylaws
8-K 3.02 11/4/2022
3.3
First Amendment to Amended and Restated Bylaws, dated April 25, 2023
8-K 3.1 4/26/2023
3.4
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock
8-K 3.1 4/12/2023
4.1
Specimen Common Stock Certificate
S-1/A 4.2 7/28/2017
4.2
Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC
S-1/A 4.5 7/28/2017
10.1
A mended and Restated HF Foods Group Inc. Severance Plan
8-K
10.1
7/7/2025
10.2
F orm Key Executive Letter Agreement for the Severance Plan
8-K
10.2
7/7/2025
10.3
Sales Agreement, by and among HF Foods Group Inc., D.A. Davidson & Co. and Roth Capital Partners, LLC, dated September 25, 2025. †
8-K
10.1
9/25/2025
10.4
Offer letter, dated February 6, 2025, by and between the Company and Paul McGarry.
8-K
10.1
10/16/2025
10.5
Amendment to Offer Letter, dated October 13, 2025, by and between the Company and Paul McGarry.
8-K
10.2
10/16/2025
10.6
Separation Agreement, effective October 30, 2025, between HF Foods Group Inc., and Cindy Yao. †
8-K
10.1
11/5/2025
31.1 *
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2 *
Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1 **
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 **
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†
Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are both (i) not material to investors and (ii) the type of information that the Company customarily and actually treats as private or confidential, and have been marked with ‘‘[***]’’ to indicate where omissions have been made. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
* Filed herewith.
** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.
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SIGNATURES
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 thereunto duly authorized.
HF Foods Group Inc.
By: /s/ Felix Lin
Felix Lin
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Paul McGarry
Paul McGarry
Interim Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: November 10, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.