UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 11, 2019

 

HF FOODS GROUP INC

(Exact Name of Registrant as Specified in Charter)

 

Delaware 

State or Other Jurisdiction of

    Incorporation of Organization)  

001-38013

(Commission

File Number)

81-2717873

(IRS Employer

Identification Number)

 

 

6001 W. Market Street

Greensboro, NC

(Address of Principal Executive Offices)

 

27409

(Zip Code)

 

Registrant’s telephone number, including area code: (336) 268-2080

 

 


(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     X

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

Item 3.01

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

 

On January 11, 2019, HF Foods Group Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company has not yet held an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2017, the Company no longer complies with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).

 

The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq. Under the Nasdaq Listing Rules, the Company has 45 days from January 11, 2019 to submit a plan to regain compliance. If the Company’s plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from December 31, 2018, or until July 1, 2019, to regain compliance. The Company intends to submit a plan to Nasdaq to set a date for an annual meeting of stockholders to regain compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).

 

By filing this Form 8-K, the Company discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b).

 

 

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 hereunto duly authorized.

 

 

 

HF FOODS GROUP INC.

 

 

 

 

 

 

 

 

 

Date: January 16, 2019  

By:

/s/ Jian (“Jonathan”) Ming Ni

 

 

 

Jian (“Jonathan”) Ming Ni

 

 

 

Chief Financial Officer and Principal Accounting Officer