HF Foods Group Inc美股招股说明书(2025-09-25版)

We entered into a sales agreement dated September 25, 2025 (the “Sales Agreement”) with D.A. Davidson & Co. and RothCapital Partners, LLC, as the sales agents (the “Sales Agents”), relating to the issuance and sale of shares of our common stock, parvalue $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of theSales Agreement, under this prospectus supplement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $100,000,000 from time to time through or to the Sales Agents. Our common stock is quoted on Nasdaq Capital Market (“Nasdaq”) under the symbol “HFFG.” On September 24, 2025, the lastreported sales price of our common stock on Nasdaq was $3.39 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made innegotiated transactions, including block trades or block sales, or by any method permitted by law that is deemed to be an “at themarket offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),including without limitation sales made through Nasdaq or any other existing trading market for our common stock, or by any othermethod permitted by law. Sales pursuant to the Sales Agreement may be made through an affiliate of either of the Sales Agents.Neither of the Sales Agents are required to sell any specific number or dollar amount of shares of common stock, but each will act as asales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed termsbetween the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Sales Agents for sales of common stock sold pursuant to the Sales Agreement will be an amount up to3.0% percent of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of thecommon stock on our behalf, each Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the Sales Agents will be deemed to be underwriting commissions or discounts. We have also agreed in the SalesAgreement to provide indemnification and contribution to each Sales Agent with respect to certain liabilities, including liabilitiesunder the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution”beginning on pageS-11regarding the compensation to be paid to the Sales Agents. We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See “Risk Factors” on pageS-5of this prospectussupplement, page6of the accompanying prospectus and the documents incorporated by reference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. D.A. Davidson & Co. Roth Capital Partners The date of this prospectus supplement is September 25, 2025 PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSTRADEMARKS, SERVICE MARKS AND TRADE NAMESINDUSTRY AND MARKET DATAPROSPECTUS SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSDIVIDEND POLICYUSE OF PROCEEDSDESCRIPTIONS OF THE SECURITIES WE MAY OFFERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated September 17, 2024 are part of a registration statement onForm S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under thisshelf registration process, we may from time to time sell any combination of the securities described in the accompanying prospectusin one or more offerings. Under this prospectus supplement, we may from time to time sell shares of our common stock having anaggregate offering price of up to $100,000,000 at prices and on terms to be determined by market conditions at the time of theoffering. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this commonstock offering and also adds to and updates information contained in the accompanying prospectus and the