Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our principal executive officer and principal financial and accounting officer, conducted an evaluation of the effectiveness of our internal controls over financial reporting, and disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation our principal executive officer and principal financial and accounting officer concluded that, due to the material weaknesses described below, our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial and accounting officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not detect or prevent misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2025, management assessed the effectiveness of our internal controls over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework”, issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in 2013.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025, due to material weaknesses in internal control over financial reporting, as described below.
As previously reported, we identified the following material weakness, which continues to exist as of December 31, 2025.
We did not maintain appropriately designed entity-level controls impacting the (1) control activities and (2) monitoring activities to prevent or detect material misstatements to the financial statements and assess whether the components of internal control were present and functioning properly. The entity-level material weaknesses resulted in the following material weaknesses over aspects of our financial reporting:
We did not properly design or maintain effective controls over (i) the recording of revenue and accounts receivable, (ii) the review of journal entries, (iii) the accounting for new leases, and (iv) the impairment analysis of long-lived assets, including the review of underlying data and assumptions for completeness and accuracy.
Remediation Activities
Under the oversight of the Audit Committee of the Board of Directors, management has continued implementing a comprehensive remediation program during 2025 to strengthen the Company’s internal control over financial reporting.
Remediation of Previously Identified Material Weaknesses:
• Completion of the remediation of previously identified IT general control material weaknesses, including enhancements to logical access, segregation of duties, change management, and system implementation controls.
• Transition from legacy operational systems to upgraded ERP platforms across distribution centers, improving automation, standardization, and financial reporting reliability.
• Comprehensive validation of critical master data, including supplier, customer, and employee records, to improve the integrity of financial reporting inputs.
• Standardization and redesign of financial reporting controls across distribution centers to promote consistent execution and documentation.
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• Expanded internal accounting and finance personnel, including the addition of senior leaders who hold certified public accountant (CPA) designation with significant public company and SEC reporting experience, to strengthen oversight and control execution.
• Defined clear control ownership and accountability across Accounting, IT, and Operations to enhance monitoring of control performance.
• As a result of these efforts, including system improvements, process standardization, and enhanced financial reporting oversight, our previously identified material weaknesses in entity-level controls related to the control environment, risk assessment procedures, and information and communication were remediated.
Remediation Plan for Current Material Weaknesses:
Governance and Monitoring Enhancements
• Continue operation of a Remediation Steering Committee, chaired by executive leadership, which will meet regularly to oversee remediation progress, track deficiencies, and monitor progress against defined milestones.
• Continue use of the previously implemented structured deficiency tracking and evaluation process to assess control deficiencies, determine severity, and monitor remediation status.
Remediation Focus Areas
• Further strengthen controls over revenue recognition and accounts receivable, including improvements to invoice validation procedures, monitoring of revenue transactions across distribution centers, and reconciliation processes between operational systems and financial records.
• Enhance review controls related to lease accounting and long-lived asset impairment assessments, including additional validation of key data and assumptions used in these analyses.
• Improve the precision and consistency of journal entry review procedures to ensure that potential errors are identified and corrected in a timely manner.
Management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively and believes the efforts taken to date and certain measures that are in progress have improved the effectiveness of our internal controls over financial reporting and mitigate risks of material misstatement. Management will continue to test the design and operating effectiveness of these controls and make further enhancements as necessary.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by BDO USA, P.C., an independent registered public accounting firm, as stated in their attestation report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Controls Over Financial Reporting and Disclosure Controls
Management remains committed to ongoing efforts to address material weaknesses. Although we will continue to implement measures to remedy our internal control deficiencies, there can be no assurance that our efforts will be successful or avoid potential future material weaknesses. In addition, until remediation steps have been completed and operated for a sufficient period of time, and subsequent evaluation of their effectiveness is completed, the material weaknesses previously identified will continue to exist.
Other than the actions taken to continue our material weaknesses remediation efforts, described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
HF Foods Group Inc.
Las Vegas, Nevada
Opinion on Internal Control over Financial Reporting
We have audited HF Foods Group Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 16, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in the accompanying Management’s Report on Internal Control Over Financial Reporting:
The Company did not maintain appropriately designed entity-level controls impacting the (1) control activities and (2) monitoring activities to prevent or detect material misstatements to the financial statements and assess whether the components of internal control were present and functioning properly. These entity-level material weaknesses resulted in the following material weaknesses over aspects of financial reporting:
The Company did not design or maintain effective controls over the recording of revenue and accounts receivable, the review of journal entries, the accounting for new leases, and the impairment analysis of long-lived assets, including the review of underlying data and assumptions for completeness and accuracy.
These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 16, 2026 on those consolidated financial statements.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
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company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, P.C.
Troy, Michigan
March 16, 2026
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ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item (other than certain information required by Item 401 of Regulation S-K with respect to our executive officers, which is provided under Item 1 of Part I of this Annual Report on Form 10-K under “Information about our Executive Officers”) will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC, within 120 days of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
The Company has a Code of Conduct and Business Ethics (the “Code”) that applies to our directors, officers, and employees. A copy of the Code is available on our official website at https://hffoodsgroup.com. We intend to disclose any amendments or waivers of the Code on our website within four (4) business days.
The Company has an insider trading policy that governs the purchase, sale, and/or other disposition of our securities and is applicable to our directors, officers, employees, and other covered persons. The Company believes its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC, within 120 days of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC, within 120 days of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC, within 120 days of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC, within 120 days of the fiscal year ended December 31, 2025, and is incorporated herein by reference.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
2. Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes in this Annual Report on Form 10-K.
3. 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/
Appendix Filing Date
3.1 Second Amended and Restated Certificate of Incorporation
8-K 3.1.2 11/5/2019
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Incorporated by Reference
Exhibit Number Description Form Exhibit/
Appendix Filing Date
3.2 Amended and Restated Bylaws
8-K 3.02 11/4/2022
3.3 Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock
8-K 3.1 4/12/2023
3.4 First Amendment to Amended and Restated Bylaws, dated April 25, 2023
8-K 3.1 4/26/2023
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
4.3 Form of Rights Agreement, dated August 8, 2017, by and between American Stock Transfer & Trust Company, LLC and the Registrant
8-K 4.1 8/11/2017
4.4 Preferred Stock Rights Agreement, dated as of April 11, 2023, by and between HF Foods Group Inc. and American Stock Transfer & Trust Company, LLC, as rights agent
8-K 4.1 4/12/2023
4.5 Amendment to Preferred Stock Rights Agreement, dated as of April 11, 2024, by and between HF Foods Group Inc. and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent
8-A 4.2 4/12/2024
4.6 Form of Indenture
S-3 4.5 9/4/2024
4.7 Description of Registrant’s Securities
10-K 4.7 3/17/2024
10.1† HF Food Group Inc. 2018 Omnibus Equity Incentive Plan
DEF14A B 7/18/2018
10.2 Form of Registration Rights Agreement between the Company, HF Group Holdings Corporation and Zhou Min Ni, as representative of the stockholders of HF Foods
8-K 10.9 8/27/2018
10.3 Credit Agreement dated as of January 5, 2012 between Han Feng, Inc. and East West Bank
10-K 10.12 4/1/2019
10.4 Amendment to Credit Agreement dated as of May 21, 2013 by and between Han Feng, Inc. and East West Bank
10-K 10.13 4/1/2019
10.5 Second Amendment to Credit Agreement dated as of December 10, 2013 by and between Han Feng, Inc. and East West Bank
10-K 10.14 4/1/2019
10.6 Third Amendment to Credit Agreement dated as of July 1, 2016 between Han Feng, Inc. and East West Bank
10-K 10.15 4/1/2019
10.7 Fourth Amendment to Credit Agreement dated July 18, 2017 between Han Feng, Inc. and East West Bank
10-K 10.16 4/1/2019
10.8 Credit Agreement dated as of February 26, 2018 between New Southern Food Distributors, Inc. and Bank of America, N.A.
10-K 10.17 4/1/2019
10.9 Second Amended and Restated Credit Agreement among HF Foods Group Inc. B&R Global Holdings, Inc., subsidiaries of the Company, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and certain lender parties thereto, dated January 17, 2020
10-Q 10.1 5/18/2020
10.10 Assignment and Assumption of Lease Agreement, dated as of January 21, 2021 between Anheart, Inc. and 273 Fifth Avenue, LLC
10-K 10.25 3/16/2021
10.11 Lease dated July 2, 2018, between Anheart Inc. and Premier 273 Fifth, LLC
10-K 10.26 3/16/2021
10.12 Amendment of Lease, dated as of January 21, 2021, between Anheart, Inc. and Premier 273 Fifth, LLC
10-K 10.27 3/16/2021
10.13† HF Foods Group Inc. Amended and Restated Severance Plan
8-K 10.1 1/5/2023
10.14† Employment Agreement between Christine Chang and HF Foods Group Inc., dated as of July 29, 2021
8-K 10.2 8/4/2021
10.15 Continuing Guaranty, dated August 2, 2021, executed by HF Foods Group Inc. in favor of JPMorgan Chase Bank, N.A.
8-K 10.1 9/9/2021
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Incorporated by Reference
Exhibit Number Description Form Exhibit/
Appendix Filing Date
10.16 Consent, Waiver, Joinder and Amendment No. 3 to Second Amended and Restated Credit Agreement by and among HF Foods Group Inc., B&R Global Holdings, Inc. and certain of the wholly-owned subsidiaries and affiliates of the Company, including Great Wall Seafood IL, L.L.C., and Great Wall Seafood TX, L.L.C., as borrowers, JPMorgan Chase Bank, N.A. as Administrative Agent, and certain lender parties thereto, including Comerica Bank, dated December 30, 2021
8-K 10.1 1/4/2022
10.17† Form of Restricted Stock Agreement
S-8 4.7 6/15/2021
10.18 Third Amended and Restated Credit Agreement by and among HF Foods Group Inc., B&R Global Holdings, Inc. and certain of the wholly-owned subsidiaries and affiliates of the Company, as borrowers, JPMorgan Chase Bank, N.A. as Administrative Agent, and certain lender parties thereto, including Comerica Bank, dated March 31, 2022
8-K 10.1 4/1/2022
10.19 Consent Under Third Amended and Restated Credit Agreement, dated October 26, 2022
8-K 10.1 10/31/2022
10.20 Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of February 6, 2024
8-K 10.1 2/9/2024
10.21† Offer of Employment for Felix Lin dated April 15, 2022
8-K 10.1 4/20/2022
10.22† Offer Letter, dated April 22, 2024, by and among HF Foods Group Inc. and Cindy Yao.
8-K 10.1 4/25/2024
10.23 Lease dated July 2, 2018, between Anheart Inc. and 825 Broadway Realty, LLC, Samayabeneli RE LLC, AS 2 East 30, LLC, 273 Yoco LLC, and UBA 2 East 30, LLC.
8-K 10.1 5/6/2024
10.24 Amendment to Lease, dated as of January 21, 2021, between Anheart, Inc. and 825 Broadway Realty, LLC, Samayabeneli RE LLC, AS 2 East 30, LLC, 273 Yoco LLC, and UBA 2 East 30, LLC.
8-K 10.2 5/6/2024
10.25 Assignment and Assumption of Lease Agreement, dated as of August 16, 2022 and effective as of April 30, 2024, between Anheart, Inc. and 273 Fifth Avenue, L.L.C.
8-K 10.3 5/6/2024
10.26† Form of Restricted Stock Unit Award Agreement
S-8 4.2 6/5/2024
10.27† Form of Performance Awards Agreement
S-8 4.3 6/5/2024
10.28† First Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan
S-8 4.4 6/5/2024
10.29† Second Amendment to HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan
DEF14A Annex 4/24/2024
10.30† Form of Director Letter Agreement
8-K 10.1 6/28/2024
10.31 Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of July 15, 2024
10-Q 10.1 11/12/2024
10.32 Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of September 18, 2024
10-K 10.4 3/17/2025
10.33 Lease Agreement between CH Realty IX-NDG Atlanta Freeman Intermodal, L.P., as Landlord, and HF Foods Group, Inc., as Tenant, dated as of September 30, 2024
10-Q 10.2 11/12/2024
10.34† Employment Agreement between HF Foods Group Inc. and Xi Lin, dated as of December 16, 2024 and effective as of January 1, 2025
8-K 10.1 12/19/2024
10.35 Amendment No. 4 to Third Amended and Restated Credit Agreement, dated as of February 12, 2025
8-K 10.1 2/18/2025
10.36 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
10.37† Offer letter, dated February 6, 2025, by and between the Company and Paul McGarry.
8-K 10.1 10/16/2025
10.38† Amendment to Offer Letter, dated October 13, 2025, by and between the Company and Paul McGarry.
8-K 10.2 10/16/2025
10.39† Separation Agreement, effective October 30, 2025, between HF Foods Group Inc., and Cindy Yao. ++
8-K 10.1 11/5/2025
10.40† A mended Letter Agreement, dated February 2, 2026, between HF Foods Group Inc. and Paul McGarry
8-K 10.1 2/2/2026
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Incorporated by Reference
Exhibit Number Description Form Exhibit/
Appendix Filing Date
10.41† A mended Severance Plan, effective January 27, 2026
8-K 10.2 2/2/2026
10.42† F orm Key Employee Letter Agreement for the Amended Severance Plan
8-K 10.3 2/2/2026
19.1 Insider Trading Policy
10-K 19.1 3/17/2025
21.1* Subsidiaries of Registrant
23.1* Consent of BDO USA, P.C.
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
97.1 Policy for the Recovery of Erroneously Awarded Compensation
10-K 97.1 3/26/2024
101* Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________
* Filed herewith.
** Furnished herewith.
† Indicates a management contract or compensatory plan or arrangement.
++ 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.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HF Foods Group Inc.
Date: March 16, 2026 By: /s/ Felix Lin
Felix Lin
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 16, 2026 By: /s/ Paul McGarry
Paul McGarry
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Felix Lin Chief Executive Officer and President March 16, 2026
Felix Lin (Principal Executive Officer)
/s/ Paul McGarry Chief Financial Officer March 16, 2026
Paul McGarry (Principal Financial and Accounting Officer)
/s/ Richard Diaz Director March 16, 2026
Richard Diaz
/s/ Dennis Lam Director March 16, 2026
Dennis Lam
/s/ Jeffery Taylor Director March 16, 2026
Jeffery Taylor
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