Current Report Filing (8-k)
March 19 2020 - 5:02PM
Edgar (US Regulatory)
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 19, 2020
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
(Registrants 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 1.01
|
Entry into a Material Definitive Agreement.
|
On March 19, 2020, Village Farms International, Inc. (the Company or Village Farms) announced that
it has entered into an underwriting agreement (the Underwriting Agreement) with Beacon Securities Limited (the Underwriter) as sole underwriter relating to the issuance and sale of 3,125,000 common shares in the
capital of the Company (the Offered Shares) at a price of $3.20 per Offered Share (the Issue Price) for an aggregate gross proceeds to the Company of $10,000,000 (the Offering). All
figures are in Canadian dollars.
Pursuant to the terms of the Underwriting Agreement, the Company has granted the Underwriter an
over-allotment option, exercisable, in whole or in part, to purchase up to an additional number of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering at the Issue Price at any time up to 30 days from the closing of the
offering. The closing of the Offering is expected to occur on or about March 26, 2020 and is subject to the completion of formal documentation and receipt of all necessary regulatory and stock exchange approval.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
The information in this Item 1.01, including Exhibit 1.1 filed hereto, shall be deemed to be incorporated by reference into the Companys
registration statement on Form F-10 (File Number 333-232115) (the F-10 Registration Statement).
Item 7.01
|
Regulation FD Disclosure.
|
On March 19, 2020, the Company issued a press release announcing the entry into the Underwriting Agreement, as described in Item 1.01 of
this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof,
except as shall be expressly set forth by specific reference in such a filing.
On March 19, 2020, the Company filed a prospectus supplement under the Registration Statement, which incorporated by reference the
following documents:
|
|
|
the unaudited condensed consolidated interim financial statements of the Company for the three and nine months
ended September 30, 2019 and September 30, 2018, and the notes thereto (the Q3 2019 Financial Statements);
|
|
|
|
managements discussion and analysis of the Company dated November 14, 2019 in respect of the Q3
Financial Statements (the Q3 2019 MD&A);
|
|
|
|
the Companys material change report dated October 10, 2019 in respect of the Companys October
2019 equity offering (the 2019 Equity Offering MCR);
|
|
|
|
the Companys material change report dated March 12, 2020 in respect of the Companys settlement
agreement with Emerald Health Therapeutics, Inc. (the Settlement Agreement MCR);
|
|
|
|
the Companys material change report dated March 19, 2020 in respect of the Offering (the
Offering MCR); and
|
|
|
|
the template version of the term sheet for the Offering dated March 19, 2020 (the Term
Sheet).
|
Each of the Q3 2019 Financial Statements, the Q3 2019 MD&A, the 2019 Equity Offering MCR, the Settlement
Agreement MCR, the Offering MCR and the Term Sheet are filed as exhibits 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 and shall be deemed to be incorporated by reference into the F-10 Registration Statement.
In addition, filed as Exhibits 99.8 and 99.9 hereto are the consents of Torys LLP and Fasken Martineau DuMoulin LLP, respectively.
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits.
|
|
|
Exhibit
|
|
Title
|
|
|
1.1
|
|
Underwriting Agreement.
|
|
|
99.1
|
|
Press Release dated March 19, 2020.
|
|
|
99.2
|
|
Unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September
30, 2019 and September 30, 2018, and the notes thereto (incorporated by reference to Exhibit 99.1 to the Companys Form 6-K, filed with the SEC on November 15, 2019).
|
|
|
99.3
|
|
Managements discussion and analysis of the Company dated November
14, 2019 (incorporated by reference to Exhibit 99.2 to the Companys Form 6-K, filed with the SEC on November 15, 2019).
|
|
|
99.4
|
|
Material Change Report, dated October 10, 2019.
|
|
|
99.5
|
|
Material Change Report, dated March 12, 2020.
|
|
|
99.6
|
|
Material Change Report, dated March 19, 2020.
|
|
|
99.7
|
|
Term Sheet.
|
|
|
99.8
|
|
Consent of Torys LLP.
|
|
|
99.9
|
|
Consent of Fasken Martineau DuMoulin LLP.
|
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 19, 2020
|
|
|
VILLAGE FARMS INTERNATIONAL, INC.
|
|
|
By:
|
|
/s/ Stephen C. Ruffini
|
Name:
|
|
Stephen C. Ruffini
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Village Farms (NASDAQ:VFF)
Historical Stock Chart
From Aug 2024 to Sep 2024
Village Farms (NASDAQ:VFF)
Historical Stock Chart
From Sep 2023 to Sep 2024