UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
Exhibit Number |
Description | |
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). |
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: August 16, 2021
Village Farms International, Inc. | ||
By: | /s/ Stephen C. Ruffini | |
Name: | Stephen C. Ruffini | |
Title: | Executive Vice President and Chief Financial Officer |
Exhibit 5.1
79 Wellington St. W., 30th Floor
Box 270, TD South Tower
Toronto, Ontario M5K 1N2 Canada
P. 416.865.0040 | F. 416.865.7380
www.torys.com
August 16, 2021
Village Farms International, Inc.
4700-80th Street
Delta, British Columbia V4K 3N3
Canada
Ladies and Gentlemen:
We have acted as counsel to Village Farms International, Inc. (the Corporation) in connection with the resale by A&E Holdings LLC (A&E), BDH Partners, LLC (BDH), CJA Holdings LLC (CJA) and MSRP Zone LLP (MSRP and together with A&E, BDH and CJA, the Selling Shareholders) of up to 4,707,113 common shares (Common Shares) in the capital of the Corporation (such amount of Common Shares, the Shares). We have been advised that the Shares were issued pursuant to the Membership Interest Purchase Agreement, dated as of August 16, 2021, between the Corporation, Balanced Health Botanicals, LLC and the other parties thereto (the Purchase Agreement).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the Securities Act).
In rendering the opinion stated herein, we have examined and relied upon the following:
(a) | the registration statement on Form S-3ASR (File No. 333-257857) of the Corporation relating to the offering from to time of Common Shares and other securities of the Corporation, filed on July 12, 2021 with the Securities and Exchange Commission (the Commission) under the Securities Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the Rules and Regulations), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the Registration Statement); |
(b) | the prospectus, dated July 12, 2021 (the Base Prospectus), which forms a part of and is included in the Registration Statement; |
(c) | the prospectus supplement, dated August 16, 2021 (together with the Base Prospectus, the Prospectus), relating to the resale from time to time of the Shares by the Selling Shareholders, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; |
(d) | an executed copy of the Purchase Agreement; |
(e) | an executed copy of a certificate of Stephen Ruffini, Chief Financial Officer of the Corporation, dated the date hereof (the Officers Certificate); |
(f) | a copy of the Corporations articles of incorporation under the Canadian Business Corporation Act as of August 16, 2021, and certified pursuant to the Officers Certificate; |
(g) | the by-laws of the Corporation; and |
(h) | resolutions of the directors of the Corporation relating to the registration of the Shares and related matters and authorizing the Purchase Agreement. |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Corporation and the Selling Shareholders and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Corporation, the Selling Shareholders and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Officers Certificate.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. With respect to our opinion set forth below, we have assumed that (i) the Corporation received in full the consideration for the Shares set forth in the Purchase Agreement and the applicable resolutions of the Board of Directors of the Corporation approving the issuance of all such Shares, (ii) the issuance of the Shares has been registered in the Corporations share registry and (iii) the issuance of the Shares did not violate or conflict with any agreement or instrument binding on the Corporation. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Corporation and the Selling Shareholders and others and of public officials.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares to be sold by the Selling Shareholders have been duly authorized by all requisite corporate action on the part of the Corporation under the Canada Business Corporations Act and have been validly issued and are fully paid and nonassessable.
We hereby consent to the reference to our firm under the heading Legal Matters in the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Corporations Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.
Very truly yours,
/s/ Torys LLP |
Torys LLP |
Document and Entity Information |
Aug. 16, 2021 |
---|---|
Cover [Abstract] | |
Entity Address, Address Line Two | British Columbia Canada |
Amendment Flag | false |
Entity Central Index Key | 0001584549 |
Document Type | 8-K |
Document Period End Date | Aug. 16, 2021 |
Entity Registrant Name | VILLAGE FARMS INTERNATIONAL, INC. |
Entity Incorporation State Country Code | Z4 |
Entity File Number | 001-38783 |
Entity Tax Identification Number | 98-1007671 |
Entity Address, Address Line One | 4700-80th Street |
Entity Address, City or Town | Delta |
Entity Address, State or Province | BC |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | V4K 3N3 |
City Area Code | (604) |
Local Phone Number | 940-6012 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Shares, without par value |
Trading Symbol | VFF |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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