British Columbia Canada false 0001584549 0001584549 2021-08-16 2021-08-16





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2021




(Exact name of registrant as specified in its charter)




Canada   001-38783   98-1007671

(State or Other Jurisdiction

of Incorporation)



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





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 August 16, 2021, 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 (No. 333-257857). The Resale Prospectus Supplement was filed for the purpose of registering the sale from time to time by certain selling shareholders (collectively, the “Selling Shareholders”) of up to 4,707,113 common shares in the capital of the Corporation (the “Common Shares”).

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 counsel, Torys LLP, regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.






5.1    Opinion of Torys LLP relating to the Resale Prospectus Supplement
23.1    Consent of Torys LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: August 16, 2021


Village Farms International, Inc.

/s/ Stephen C. Ruffini

Name:   Stephen C. Ruffini
Title:   Executive Vice President and Chief Financial Officer
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