HF Foods Group Inc. filed an 8-K/A (Amendment No. 1) on November 6, 2026, amending and supplementing two earlier current reports related to its acquisition of Searay Foods Inc. and Morgan Foods Inc., and correcting a previously reported revenue growth figure for the acquired company group.

Key Highlights

  • Correction of CAGR figure: The Company Group's revenue compound annual growth rate for fiscal years 2019 through 2024 was approximately 6.6%, not the approximately 15% previously stated; the 15% figure actually corresponds to the EBITDA compound annual growth rate for that period.
  • Acquisition completed August 31, 2026: HF Foods Group completed the acquisition of Searay Foods Inc. and Morgan Foods Inc. for an aggregate base purchase price of CAD$47,921,740.
  • Purchase price components: The base price included CAD$38,365,392 in cash and 1,701,871 shares of common stock priced at USD$4.00 per share, issued into escrow subject to certain earn-out conditions.
  • Financial statements filed: The amendment includes audited combined financial statements for years ended December 31, 2025 and December 31, 2024, and unaudited condensed combined statements as of June 30, 2026.
  • Pro forma information included: Unaudited pro forma condensed combined financial information as of June 30, 2026 and for the year ended December 31, 2025 and the six months ended June 30, 2026 is filed as Exhibit 99.3.
  • Exchange listing: Common stock trades on NASDAQ:HFFG under the trading symbol HFFG on the Nasdaq Capital Market.

HF Foods Amends Acquisition Filing to Correct Searay Growth Rate and Add Financial Statements

HF Foods Group Inc. (NASDAQ:HFFG) filed this 8-K/A as Amendment No. 1 to two prior current reports: the original signing 8-K filed July 23, 2026 and the original closing 8-K filed September 3, 2026, both relating to its acquisition of Searay Foods Inc. ("Searay Canada") and Morgan Foods Inc. ("Morgan Foods"), two corporations formed under the laws of British Columbia. According to the filing, the acquisition was completed on August 31, 2026, pursuant to a Securities Purchase Agreement dated July 17, 2026, as amended on August 27, 2026.

The filing discloses that the Company acquired 100% of the issued and outstanding securities of the Company Group for an aggregate base purchase price of CAD$47,921,740. This consisted of CAD$38,365,392 in cash and 1,701,871 shares of common stock, par value $0.0001 per share, priced at USD$4.00 per share. The filing states those shares "were issued into escrow at closing subject to certain earn-out conditions." The Company also acquired the net working capital of the Company Group as of August 31, 2026, in addition to the base purchase price.

A key purpose of this amendment, according to the filing, is to correct a figure from a press release attached to the original signing 8-K. The press release had stated the Company Group "has demonstrated a revenue compound annual growth rate of approximately 15% from FY2019 to FY2024." The filing states that the actual revenue compound annual growth rate for that period was approximately 6.6%, and that the 15% figure corresponds to the EBITDA compound annual growth rate. The amendment also attaches audited and unaudited combined financial statements for Searay Foods and Affiliates, along with unaudited pro forma financial information, as required by Items 9.01(a) and 9.01(b) of Form 8-K. The filing was signed by Paul McGarry, Chief Financial Officer.

What Was Disclosed

HF Foods Group filed an amendment to two prior 8-K filings to correct a revenue CAGR figure for the acquired Searay Foods and Morgan Foods group, changing it from approximately 15% to approximately 6.6%, and to file required audited and pro forma financial statements for the acquisition.