| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 22, 2020, Village Farms International, Inc. (the “Company” or “Village Farms”) entered into indemnification agreements (each, an “Indemnification Agreement”) with each of its directors and officers (each, an “Indemnified Party”). Under the Indemnification Agreements, the Company has agreed to indemnify each Indemnified Party, subject to certain limited exceptions, (i) from and against all costs, charges and expenses reasonably incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other proceeding to which the Indemnified Party is involved by reason of being or having been a director or officer of the Company; and (ii) from and against all liabilities, damages, costs, charges and expenses whatsoever that the Indemnified Party may sustain or incur as a result of serving as a director or officer of the Company in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted or acquiesced in by the Indemnified Party as a director or officer of the Company, whether before or after the effective date of the Indemnification Agreements. The obligations of the Company under the Indemnification Agreements shall continue after each Indemnified Party ceases to be a director or officer of the Company and shall survive indefinitely.
The form of Indemnification Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
The Company historically qualified as a “foreign private issuer” for purposes of reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and filing registration statements under the Securities Act of 1933. As of the end of the Company’s second fiscal quarter in 2019, Village Farms ceased to qualify as a foreign private issuer and accordingly, effective as of January 1, 2020, the Company became obligated to file reports with the SEC as a “domestic issuer”. As a result of the Company’s status change, Village Farms was also required to change the accounting standards in which it prepares its financial statements from IFRS to generally accepted accounting principles in the United States, or “US GAAP”.
In accordance with Canadian securities laws, the Company restated andre-filed its unaudited condensed consolidated interim financial statements, now prepared in accordance with US GAAP rather than IFRS, for the three months ended March 31, 2019 and 2018, for the three and six months ended June 30, 2019 and 2018, and for the three and nine months ended September 30, 2019 and 2018. Copies of these restated financial statements are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.
The information contained in this Current Report on Form8-K under Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is being furnished pursuant to Item 7.01 of Form8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form8-K under Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
