HF Foods Group Inc.
11/22/2024 | Press release | Distributed by Public on 11/22/2024 05:03
Material Agreement Form 8 K
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on May 11, 2023, HF Foods Group Inc. (the "Company") filed a complaint against certain stockholders of the Company in the United States District Court, District of Nevada (the "Court"), captioned HF FOODS GROUP INC. v. MAODONG XU; ZHOU MIN NI; FAI LAM, in his capacity as Trustee of THE IRREVOCABLE TRUST FOR RAYMOND NI; WEIHUI KWOK; and YUANYUAN WU, C.A. No. 2:23-cv00748 (the "Nevada Action"). The Nevada Action alleged, among other things, that certain shareholders of the Company were attempting to seize control of the Company in violation of the federal securities laws and conducting an illegal tender offer in violation of the Williams Act of 1968.
On November 22, 2024, the Company announced that it had entered into a Cooperation Agreement (the "Cooperation Agreement") by and among the Company and Zhou Min Ni, Raymond Ni, Fai Lam, in his capacity as Trustee of the Irrevocable Trust for Raymond Ni, Amanda Ni, in her capacity as Trustee of each of the Irrevocable Trust for Amanda Ni, the Irrevocable Trust for Ivy Ni and the Irrevocable Trust for Tina Ni, Weihui Kwok, Yuanyuan Wu, and Maodong Xu (each, a "Stockholder Related Party," and collectively, the "Stockholder Related Parties"), effective November 21, 2024.
Pursuant to the Cooperation Agreement, the Stockholder Related Parties have agreed, for the period beginning on the effective date of the Cooperation Agreement through the date that is sixty days after the 2025 annual meeting of stockholders of the Company (the "Cooperation Period"), to vote the shares of voting securities of the Company that each Stockholder Related Party has the right to vote, or to direct the vote of, in a manner proportional to the vote of the Company's disinterested stockholders. Notwithstanding the foregoing, the Stockholder Related Parties are permitted to vote a greater number of shares of the Company's voting securities in accordance with recommendations by the Company's Board of Directors on all director nominations and other proposals or business that may be the subject of stockholder action at any meeting of the Company's stockholders, or in connection with any consent solicitation of the Company's stockholders. The Cooperation Agreement further provides that, during the Cooperation Period, each Stockholder Related Party will be subject to customary standstill restrictions, including, among others, with respect to proxy solicitations, stockholder proposals and extraordinary transactions, and purchases and certain sales of Company voting securities.
The Cooperation Agreement also provides that the Company and the Stockholder Related Parties will promptly file a joint submission requesting that the Court dismiss the Nevada Action without prejudice, and that the Stockholder Related Parties agree to certain customary tolling provisions with respect to the claims asserted in the Nevada Action during the Cooperation Period.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.