UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

(Mark one)

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019.

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38783

 

 

VILLAGE FARMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Canada   98-1007671

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

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)

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

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ☐     NO  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES  ☐     NO  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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.  ☐

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b 2 of the Act).    YES  ☐    NO  ☒

The aggregate market value of the voting stock and nonvoting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of June 30, 2019 was $442,067,203.

As of March 30, 2020, the registrant had 56,250,419 common shares outstanding.

 

 

 


EXPLANATORY NOTE

Village Farms International, Inc. (the “Company”) is filing this amendment (this “Amendment”) to its Annual Report on Form 10-K filed on April 1, 2020 (the “Original Form 10-K”) solely to disclose that the Company had filed the Original Form 10-K after the March 30, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the 45-day extension provided by an order issued by the Securities and Exchange Commission (the “SEC”) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (Release Nos. 34-88318 (Mar. 4, 2020) and 34-88465 (Mar. 25, 2020)) (the “Order”) as well as a similar extension permitted by Canadian securities regulators.

On March 30, 2020, the Company had filed a Current Report on Form 8-K and issued a press release to indicate its intention to rely on the Order for such extension. Consistent with the Company’s statements made in the Form 8-K and related press release, the Company was unable to file the Original Form 10-K until April 1, 2020 because its reporting function, advisors and its third-party EDGAR filing agent were experiencing disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world. The Company as well as its advisors and third-party EDGAR filing agent have been following the recommendations of local health authorities, to minimize exposure risk for their employees for the past several weeks, including the temporary closures of their offices and having employees work remotely to the extent possible, which has adversely affected their efficiency and has presented a significant challenge in the Company’s ability to prepare and finalize the Original Form 10-K prior to the deadline of March 30, 2020.

In addition, the Company is including in this Amendment certifications from its Chief Executive Officer and Chief Financial Officer as required by Sections 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2, respectively. Except as described above, this Amendment does not modify or update disclosures presented in the Original Form 10-K to reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings with the U.S. Securities and Exchange Commission subsequent to the filing of the Original Form 10-K.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report (Amendment No. 1) to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of May 2020.

 

Village Farms International, Inc.

By:

  /s/ Michael A. DeGiglio
 

Name: Michael A. DeGiglio

 

Title:   Chief Executive Officer

 

            and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report (Amendment No. 1) has been signed below by the following persons on behalf of the registrant and in the capacities on May 1, 2020.

 

Signature       Title

/s/ Michael A. DeGiglio

   

Michael A. DeGiglio

   

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Stephen C. Ruffini

   

Stephen C. Ruffini

   

Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

*

   

John R. McLernon

   

Director, Chair

*

   

Dr. Roberta Cook

   

Director

*

   

John P. Henry

   

Director

*

   

David Holewinski

   

Director

*

   

Christopher C. Woodward

    Director

 

*By:  

/s/ Stephen C. Ruffini

 

Stephen C. Ruffini

Attorney-in-Fact

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