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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, 2021.
 
☐
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 the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
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, 2021 was $748,505,742.
As of February 28, 2022, the registrant had 88,443,929 common shares outstanding.
Auditor Firm Id
: 271                
Auditor Name
: PricewaterhouseCoopers LLP                
Auditor Location
: Vancouver, British Columbia, Canada
 
 
 
EXPLANATORY NOTE
Village Farms International, Inc. (the “
Company
”) is filing this amendment (this “
Amendment
”) to its Annual Report on Form
10-K
filed on March 1, 2022 (the “
Original Form
10-K
”) solely to
re-file
Exhibit 10.17 thereto to remove all schedules and similar attachments to such exhibit, as permitted by Item 601(a)(5) of Regulation
S-K.
Accordingly, Exhibit 10.17 to this Amendment amends and replaces Exhibit 10.17 to the Original Form
10-K
in its entirety.
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 1
4
th day of March 2022.
 
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 March 1
4
, 2022.
 
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
*
   
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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