Item 1.01 Entry into a Material Definitive Agreement.
On
The offer and sale of Common Shares through the Sales Agents will be made
pursuant to the Registration Statement on Form S-3 (File No. 333-257857), as
amended by the post-effective amendment thereto, filed on
Under the Sales Agreement, the Company may offer and sell Common Shares through
the Sales Agents by any method deemed to be an "at the market offering" as
defined in Rule 415 of the Securities Act of 1933, as amended, including sales
made directly on The Nasdaq Capital Market. With our prior written consent,
sales may also be made in negotiated transactions at market prices prevailing at
the time of sale or at prices related to such prevailing market prices or any
other method permitted by law. If the Company elects to utilize the Sales
Agreement, the Sales Agents would be obligated to use commercially reasonable
efforts consistent with their normal trading and sales practices, to sell on the
Company's behalf Common Shares as designated by the Company. The Company will
pay the Sales Agents a commission of 3.0% of the gross sales price of any Common
Shares sold under the Sales Agreement. The Company has also provided the Sales
Agent with customary indemnification rights and has agreed to reimburse the
Sales Agents for certain specified expenses up to
The Company is not obligated to sell, and the Sales Agents are not obligated to buy or sell, any Common Shares under the Sales Agreement. Neither the Company nor the Sales Agents can provide any assurance that the Company will sell any Common Shares under the Sales Agreement, or, if sold, as to the price or amount of Common Shares that may be sold or the dates when such sales may take place. The Company or either Sales Agent may terminate the Sales Agreement by providing notice to the other parties.
The foregoing description of the Sales Agreement is not complete and is
qualified in its entirety by reference to the full text of such agreement, a
copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein by reference. In addition, the legal opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Controlled Equity OfferingSM Sales Agreement, datedAugust 9, 2022 , betweenVillage Farms International, Inc. andCantor Fitzgerald & Co. and A.G.P./Alliance Global Partners 5.1 Opinion ofTorys LLP 23.1 Consent ofTorys LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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