UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2019
Commission file number: 001-38783
Village Farms International, Inc.
(Translation of Registrant’s name into English)
4700-80 th Street
Delta, British Columbia Canada
V4K 3N3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☐ Form 20-F ☒ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
CONTENTS
The following document of the Registrant is submitted herewith:
| 99.1 | Material Change Report dated April 4, 2019 | |
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, thereunto duly authorized.
| Village Farms International, Inc. | ||||||
| (Registrant) | ||||||
| By: |
/s/ Stephen C. Ruffini |
|||||
| Stephen C. Ruffini | ||||||
| Date: April 5, 2019 | Chief Financial Officer | |||||
Exhibit 99.1
FORM 51-102F3
Material Change Report
| Item 1 |
Name and Address of Company |
Village Farms International, Inc. (“ Village Farms ”)
4700 - 80 th Street
Delta, British Columbia
V4K 3N3
| Item 2 |
Date of Material Change |
April 4, 2019.
| Item 3 |
News Release |
A news release was issued through CNW Group on April 4, 2019.
| Item 4 |
Summary of Material Change |
Village Farms announced that it has entered into an agreement with Beacon Securities Limited (“ Beacon ”), as lead underwriter, on its own behalf and on behalf of a syndicate of underwriters (together with Beacon, the “ Underwriters ”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 1,000,000 common shares (the “ Offered Shares ”) in the capital of Village Farms at a price of C$20.00 per Offered Share (the “ Issue Price ”) for aggregate gross proceeds to Village Farms of C$20,000,000 (the “ Offering ”).
In addition, Village Farms has granted the Underwriters an over-allotment option, exercisable, in whole or in part, by Beacon, on behalf of the Underwriters, 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 “ Over-Allotment Shares ”).
| Item 5 |
Full Description of Material Change |
5.1 - Full Description of Material Change
Village Farms announced that it has entered into an agreement with Beacon, as lead underwriter, on its own behalf and on behalf of a syndicate of underwriters, pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, the Offered Shares in the capital of Village Farms at a price of C$20.00 per Offered Share for gross proceeds to Village Farms of C$20,000,000.
In addition, Village Farms has granted the Underwriters an over-allotment option, exercisable, in whole or in part, by Beacon, on behalf of the Underwriters, to purchase any Over-Allotment Shares, 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 April 18, 2019 and is subject to the completion of formal documentation and receipt of regulatory approval, including the approval of the Toronto Stock Exchange and a notification of issuance to the NASDAQ Capital Market. Village Farms intends to use the net proceeds from the Offering for working capital purposes, including the growth capital needs of its U.S. hemp business.
The Offered Shares and any Over-Allotment Shares to be issued under the Offering will be offered by way of a short form prospectus to be filed in each of the Provinces of Canada (other than Quebec) and may be offered in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933 , as amended (the “ 1933 Act ”)) by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act, or under other exemptions from the registration requirement that are available under the 1933 Act, and pursuant to any applicable securities laws of any state of the United States. The Offered Shares and any Over-Allotment Shares may also be sold in such other jurisdictions as Village Farms and Beacon may agree.
5.2 - Disclosure for Restructuring Transactions
Not applicable.
| Item 6 |
Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 |
Omitted Information |
No information has been omitted from this report on the basis that it is confidential information.
| Item 8 |
Executive Officer |
For further information, please contact Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, at (407) 936-1190, ext. 340.
| Item 9 |
Date of Report |
April 4, 2019.
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