UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2022
VILLAGE FARMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Canada | 001-38783 | 98-1007671 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employee Identification No.) |
| 4700-80th Street |
| Delta, British Columbia Canada |
| V4K 3N3 |
| (Address of Principal Executive Offices) |
(604) 940-6012
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Shares, without par value | VFF | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, 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. ☐
Item 8.01 Other Events
On March 15, 2022, Village Farms International, Inc. (the “Corporation”) filed with the Securities and Exchange Commission a prospectus supplement (the “Resale Prospectus Supplement”) to the prospectus dated July 12, 2021 included in the Corporation’s automatic shelf registration statement on Form S-3ASR (File No. 333-257857). The Resale Prospectus Supplement was filed for the purpose of registering the resale from time to time by certain selling shareholders named in the Resale Prospectus Supplement (collectively, the “Selling Shareholders”) of up to 2,411,280 common shares in the capital of the Corporation (the “Common Shares”) that were previously issued to the Selling Shareholders on November 15, 2021 as a portion of the purchase price for the Corporation’s acquisition of a 70% interest in Rose LifeScience Inc. (“Rose”), as required by the terms of the Purchase Agreement dated as of November 15, 2021, by and among Village Farms International, Inc., Rose and the other parties thereto.
The Corporation will not receive any of the proceeds from the sale of Common Shares by the Selling Shareholders.
In connection with the filing of the Resale Prospectus Supplement, the Corporation is filing an opinion of its outside counsel, Torys LLP, regarding the legality of the securities being registered, which opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 5.1 | Opinion of Torys LLP | |
| 23.1 | Consent of Torys LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 15, 2022
| Village Farms International, Inc. | ||
| By: | /s/ Stephen C. Ruffini | |
| Name: | Stephen C. Ruffini | |
| Title: | Executive Vice President and Chief Financial Officer | |
