8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2022

VILLAGE FARMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 March 15, 2022, 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 (File No. 333-257857). The Resale Prospectus Supplement was filed for the purpose of registering the resale from time to time by certain selling shareholders named in the Resale Prospectus Supplement (collectively, the “Selling Shareholders”) of up to 2,411,280 common shares in the capital of the Corporation (the “Common Shares”) that were previously issued to the Selling Shareholders on November 15, 2021 as a portion of the purchase price for the Corporation’s acquisition of a 70% interest in Rose LifeScience Inc. (“Rose”), as required by the terms of the Purchase Agreement dated as of November 15, 2021, by and among Village Farms International, Inc., Rose and the other parties thereto.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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: March 15, 2022

EX-5.1

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 10335258 Canada Inc. (“10335258”), Blue Trichomes Holdings Inc. (“BTH”), 10670715 Canada Inc. (“10670715”) and Grow Capital Partners Inc. (“GCP” and together with 10335258, BTH and 10670715, the “Selling Shareholders”) of up to 2,411,280 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 Share Purchase Agreement, dated as of November 15, 2021, between the Corporation, Rose LifeScience Inc. (“Rose”) 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:

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 Officer’s 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 Corporation’s 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 Corporation’s 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