UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM40-F/A
(Amendment No. 1)
| ☐ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
| ☒ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year endedDecember 31, 2018
Commission File Number001-38783
Village Farms International, Inc.
(Exact name of Registrant as specified in its charter)
| British Columbia, Canada | 2833 | N/A | ||
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
4700-80th Street
Delta, British Columbia V4K3N3
(407)936-1190
(Address and telephone number of Registrant’s principal executive offices)
CT Corporation
111 Eighth Avenue
New York, New York 10011
(212)894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Common Shares, no par value | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
| ☒ Annual information form | ☒ Audited annual financial statements |
Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report: 47,652,004
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form40-F (“Form40-F”) for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 20, 2019, is to furnish Exhibit 101 to the Form40-F, which provides certain items from our Form40-F formatted in eXtensible Business Reporting Language (“XBRL”).
No other changes have been made to the Form40-F other than the furnishing of the exhibit described above. This Amendment No. 1 does not reflect subsequent events occurring after the original date of the Form40-F or modify or update in any way disclosures made in the Form40-F.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing onForm 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
VILLAGE FARMS INTERNATIONAL, INC. | ||||||
| By: | /s/ Michael D. DeGiglio | |||||
| Name: | Michael D. DeGiglio | |||||
| Date: April 11, 2019 | Title: | Chief Executive Officer | ||||
EXHIBIT INDEX
The following documents are being filed with the Commission as Exhibits to this Annual Report:
Exhibit | Description | |
| 99.1* | Annual Information Form, dated March 20, 2019. | |
| 99.2* | Audited Annual Consolidated Financial Statements and notes thereto as at and for the years ended December 31, 2018 and December 31, 2017, together with the report thereon of the independent auditor. | |
| 99.3* | Management’s Discussion and Analysis for the year ended December 31, 2018. | |
| 99.4* | Consent of PricewaterhouseCoopers LLP. | |
| 99.5* | Certificate of Chief Executive Officer Pursuant to Rule13a-14(a) of the Exchange Act. | |
| 99.6* | Certificate of the Chief Financial Officer Pursuant to Rule13a-14(a) of the Exchange Act. | |
| 99.7* | Certificate 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 | |
| 99.8* | Certificate 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 | |
| 99.9* | Consent of PricewaterhouseCoopers LLP. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| * | Previously filed. |
