Village Farms to raise US$15M in direct share sale

Village Farms International, Inc. entered into securities purchase agreements for a registered direct offering of 7,500,000 common shares at US$2.00 per share.

Rhea-AI Filing Summary

Village Farms International, Inc. entered into securities purchase agreements for a registered direct offering of 7,500,000 common shares at US$2.00 per share. This is expected to raise approximately US$15 million in gross proceeds to be used for general working capital.

The offering is made under an effective Form S-3 shelf registration statement and is expected to close on June 8, 2026, subject to customary closing conditions. A.G.P./Alliance Global Partners is acting as placement agent and will receive a 5.5% cash fee on the gross proceeds, while directors and executive officers agreed to 60-day lock-up agreements.

Insights

Capital markets analyst

Village Farms raises US$15 million via a discounted direct share sale, with modest fees and short insider lock-ups.

Village Farms International is issuing 7,500,000 common shares at US$2.00 in a registered direct offering, targeting approximately US$15 million in gross proceeds for general working capital. The deal uses an already effective Form S-3 shelf, allowing quick access to capital.

A.G.P./Alliance Global Partners will receive a 5.5% cash fee on gross proceeds under a best-efforts placement agent agreement, which is typical for this structure. Directors and executive officers agreed to 60-day lock-up agreements, briefly limiting insider sales and signaling alignment during the immediate post-offering period.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares offered: 7,500,000 shares Offering price: US$2.00 per share Gross proceeds: Approximately US$15 million +3 more

6 metrics

Shares offered 7,500,000 shares Common shares in registered direct offering

Offering price US$2.00 per share Price for common shares in the offering

Gross proceeds Approximately US$15 million Before placement agent fees and expenses

Placement fee rate 5.5% Cash fee on gross proceeds to placement agent

Lock-up duration 60 days Directors and executive officers’ lock-up agreements

Expected closing date June 8, 2026 Planned closing of the offering, subject to conditions

Key Terms

registered direct offering, shelf registration statement on Form S-3, placement agent agreement, Lock-Up Agreements, +1 more

5 terms

registered direct offering financial

"for the purchase and sale of 7,500,000 of its common shares ... in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement on Form S-3 regulatory

"The Offering was made pursuant to the Company’s shelf registration statement on Form S-3"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

placement agent agreement financial

"A.G.P./Alliance Global Partners acted as the placement agent ... pursuant to a placement agent agreement"

Lock-Up Agreements financial

"directors and executive officers of the Company entered into lock-up agreements with the Placement Agent"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

customary closing conditions regulatory

"The Offering is expected to close on June 8, 2026, subject to the satisfaction of customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital raise did Village Farms International (VFF) announce in this filing?

Village Farms International announced a registered direct offering of 7,500,000 common shares at US$2.00 per share. The transaction is expected to generate approximately US$15 million in gross proceeds to support the company’s general working capital needs under an existing Form S-3 shelf registration.

How much money will Village Farms International (VFF) receive from the new share issuance?

The company expects gross proceeds of approximately US$15 million from selling 7,500,000 common shares at US$2.00 each. This amount is before deducting placement agent fees and other offering expenses, and the proceeds are intended for general working capital requirements.

When is Village Farms International’s registered direct offering expected to close?

The offering is expected to close on June 8, 2026, subject to the satisfaction of customary closing conditions. This timing follows the June 5, 2026 execution of securities purchase agreements for 7,500,000 common shares under the company’s effective Form S-3 shelf registration statement.

Who is acting as placement agent for Village Farms International (VFF) in this offering?

A.G.P./Alliance Global Partners is acting as the placement agent under a June 5, 2026 placement agent agreement. The firm agreed to use commercially reasonable best efforts and will receive a cash fee equal to 5.5% of the offering’s gross proceeds, plus customary indemnification protections.

What are the lock-up terms for Village Farms International insiders in this transaction?

Directors and executive officers entered into lock-up agreements providing a 60-day lock-up period, subject to customary exceptions. These agreements restrict certain sales or transfers of company securities around the offering, helping stabilize the immediate trading environment following the issuance of new common shares.

Under which registration statement is Village Farms International conducting this offering?

The offering is being conducted under Village Farms International’s shelf registration statement on Form S-3, File No. 333-280572. This registration was filed with the SEC on June 28, 2024 and declared effective on July 8, 2024, and is supplemented by a related prospectus supplement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 08:00 AM EDT Learn about SEC filing dates

false 0001584549 0001584549 2026-06-05 2026-06-05

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): June 5, 2026

VILLAGE FARMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Ontario		001-38783		98-1007671
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

90 Colonial Parkway Lake Mary, Florida

(Address of Principal Executive Offices)

32746

(zip code)

(407) 936-1190

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 1.01 Entry into a Material Definitive Agreement.

On June 5, 2026, Village Farms International, Inc. (the “Company”) entered into securities purchase agreements (the “Securities Purchase Agreements”) for the purchase and sale of 7,500,000 of its common shares, no par value per share (“Common Shares”), at US$2.00 per share, in a registered direct offering (the “Offering”). The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-280572), which was filed with the Securities and Exchange Commission (the “Commission”) on June 28, 2024 and declared effective by the Commission on July 8, 2024, and a related prospectus supplement.

The gross proceeds from the offering will be approximately US$15 million before deducting placement agent fees and other offering expenses payable by the Company. The proceeds from the Offering are intended to be used for general working capital. The Offering is expected to close on June 8, 2026, subject to the satisfaction of customary closing conditions.

The representations, warranties and covenants contained in each Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Securities Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, a form of Securities Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Securities Purchase Agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

A.G.P./Alliance Global Partners acted as the placement agent (the “Placement Agent”) for the Offering pursuant to a placement agent agreement, dated June 5, 2026 (the “Placement Agent Agreement”). Under the Placement Agent Agreement, the Placement Agent agreed to use commercially reasonable “best efforts” to arrange for the sale of the Common Shares, and the Company agreed to pay the Placement Agent a cash fee equal to 5.5% of the gross proceeds of the Offering. The Placement Agent Agreement contains customary representations, warranties and indemnification by the Company. In addition, in connection with the Offering, the directors and executive officers of the Company entered into lock-up agreements with the Placement Agent (the “Lock-Up Agreements”), which each provide for a 60-day lockup period, subject to customary exceptions.

The foregoing descriptions of the Placement Agent Agreement, the Securities Purchase Agreements and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Placement Agent Agreement, the form of Securities Purchase Agreement and the form of Lock-Up Agreement, which are filed as Exhibits 1.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Title
1.1		Placement Agent Agreement, dated June 5, 2026, between Village Farms International, Inc. and A.G.P./Alliance Global Partners
5.1		Opinion of Torys LLP, dated June 8, 2026
10.1		Form of Securities Purchase Agreement
10.2		Form of Lock-Up Agreement
23.1		Consent of Torys LLP (contained in Exhibit 5.1 above)
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: June 8, 2026

VILLAGE FARMS INTERNATIONAL, INC.
By:		/s/ Stephen C. Ruffini
Name:		Stephen C. Ruffini
Title:		Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 EX-10.1 156.2 KB
• EX-10.2 EX-10.2 17.5 KB

Other Documents

• EX-1.1 EX-1.1 34.0 KB
• EX-5.1 EX-5.1 8.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB