Village Farms (NASDAQ: VFF) raises $15M in registered direct share sale
Rhea-AI Filing Summary
Village Farms International is selling 7,500,000 common shares in a registered direct offering for gross proceeds of approximately $15 million. The company characterizes this as an equity investment from leading U.S. institutional investors.
The offering is expected to close on or about June 8, 2026, subject to customary conditions, under an effective Form S-3 shelf registration. Net proceeds are intended for working capital and general corporate purposes. Management notes this will add to liquidity after ending the first quarter of 2026 with $55 million in cash, and projects continued growth in its cash balance from positive operating cash flow in 2026. Upon closing, Village Farms expects to have 121,811,130 common shares issued and outstanding.
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Insights
Village Farms raises $15M in a modestly dilutive cash offering.
Village Farms International arranged a registered direct sale of 7,500,000 common shares for gross proceeds of about $15 million. This is a primary issuance under an existing Form S-3 shelf, with A.G.P./Alliance Global Partners acting as sole placement agent.
The company plans to use net proceeds for working capital and general corporate purposes, adding to liquidity after finishing Q1 2026 with $55 million in cash. Management also indicates an expectation of growing its cash balance through positive operating cash flow during the remainder of 2026.
The new shares will bring total issued and outstanding common shares to 121,811,130 upon closing, implying modest equity dilution relative to the current base. Closing is expected on or about June 8, 2026, subject to customary conditions, so actual impact depends on completion of the transaction as described.
8-K Event Classification
Key Figures
Key Terms
registered direct offering financial
shelf registration statement regulatory
working capital financial
prospectus supplement regulatory
forward-looking statements regulatory
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FAQ
What equity offering did Village Farms (VFF) announce in this 8-K?
How will Village Farms International use the $15 million in gross proceeds?
When is the Village Farms registered direct offering expected to close?
What was Village Farms’ liquidity position before this new capital raise?
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
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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:
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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 7.01 Regulation FD Disclosure.
On June 5, 2026, the Company issued a press release announcing that it has priced a registered direct offering of 7,500,000 common shares for aggregate gross proceeds of $15 million. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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99.1 |
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Press Release dated June 5, 2026 |
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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.
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Village Farms International, Inc. |
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June 5, 2026 |
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/s/ Stephen C. Ruffini |
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Name: Stephen C. Ruffini |
Exhibit 99.1
Village Farms Announces $15 Million Registered Direct Equity Investment
from Leading U.S. Institutional Investors
Company believes investment by renowned global firms demonstrates increasing interest in the Company and industry ahead of further regulatory progress
Investment enhances Company’s liquidity position after closing 1Q’26 with $55 million in cash
LAKE MARY, Florida, June 5, 2026 – Village Farms International, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) today announced it has entered into securities purchase agreements for the purchase and sale of 7,500,000 common shares of the Company in a registered direct offering (the “Offering”). The Offering follows a series of meetings conducted with Village Farms management and two highly selective new institutional capital partners which created considerable interest in a direct investment that was not previously being contemplated.
Michael DeGiglio, President and Chief Executive Officer of Village Farms commented, “We believe that today’s announcement reflects an extraordinary statement of confidence in our future by well renowned U.S. institutional investors who clearly recognized our expanding leadership position and competitive advantages across Europe and North America. While our balance sheet does not require a capital infusion, we took this opportunity as we believe it will enhance the strength of our cap table and welcome institutional capital partners of very high caliber who will support our future growth. We’re proud to see increasing institutional interest ahead of expected further regulatory progress, and believe this represents a tremendous endorsement of Village Farms.”
The Offering is expected to result in gross proceeds of approximately $15 million before deducting placement agent fees and other Offering expenses, enhancing the Company’s strong liquidity position after closing the first quarter of 2026 with $55 million in cash. Net proceeds from the Offering are intended to be used for working capital and general corporate purposes, and the Company continues to expect that it will grow its cash balance through positive operating cash flow during the remainder of 2026. Upon closing of the Offering, the Company expects to have a total of 121,811,130 issued and outstanding common shares. Closing of the Offering is expected to occur on or about June 8, 2026, subject to the satisfaction of customary closing conditions.
A.G.P./Alliance Global Partners is acting as sole placement agent in connection with the Offering.
The securities described above are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-280572) which became effective on July 8, 2024. The Offering is being made only by means of a prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the Securities and Exchange Commission (the “SEC”) and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
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solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Village Farms International, Inc.
Village Farms is a global leader in cannabis, plant-based consumer packaged goods, and sustainable innovation. With a legacy built on decades of Controlled Environment Agriculture expertise and Dutch farming practices, today the Company is one of the world’s largest and most profitable cannabis operators with an asset portfolio that spans over 7 million square feet of advanced greenhouse and indoor cultivation assets.
In Canada, Village Farms operates the world’s largest EU-GMP certified cannabis facility at its production campus in Delta, British Columbia, and exports products to international medical markets. The Company is also a market share leader in dried flower formats and produces and distributes some of the country’s highest quality and best-selling strains, including its flagship Pure Sunfarms Pink Kush, one of the most widely consumed strains on the planet. Village Farms’ Canadian brand portfolio includes Pure Sunfarms, Fraser Valley Weed Co., Soar, Super Toast, Pure Laine, Tam Tams and Promenade.
In the Netherlands, the Company is one of only ten licensed operators in the country’s regulated cannabis program, and in the United States its CBDistillery brand is one of the country’s premier cannabinoid wellness platforms, and it also holds equity interests in cannabis businesses in Australia and Germany. Beyond cannabis, the Company’s Clean Energy division transforms landfill gas into renewable natural gas, and it also holds an equity interest in Verdexa Holdings (formerly Vanguard Food LP), a private venture pursuing strategic acquisitions to build a premier branded food platform in North America.
Cautionary Statement Regarding Forward-Looking Information
As used in this Press Release, the terms “Village Farms”, “Village Farms International”, the “Company”, “we”, “us”, “our” and similar references refer to Village Farms International, Inc. and our consolidated subsidiaries, and the term “Common Shares” refers to our common shares, no par value. Our financial information is presented in U.S. dollars and all references in this Press Release to “$” means U.S. dollars and all references to “C$” means Canadian dollars.
This Press Release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is subject to the safe harbor created by those sections. This Press Release also contains "forward-looking information" within the meaning of applicable Canadian securities laws. We refer to such forward-looking statements and forward-looking information collectively as "forward-looking statements". Forward-looking statements may relate to closing of the Offering, receipt of and use of the proceeds from the Offering, the anticipated filing of a prospectus supplement with the SEC, the Company's future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, expansion plans, litigation, projected production, projected costs, capital expenditures, financial results, tariffs, taxes, plans and objectives of or involving the Company. In some cases, forward-looking information can be identified by such terms as "can", "outlook", "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "try", "estimate", "predict", "potential", "continue", "likely", "schedule", "objectives", or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts.
The forward-looking statements in this Press Release are subject to risks that may include, but are not limited to: our limited operating history in the cannabis and cannabinoids industry, including that of Pure Sunfarms, Corp. (“Pure Sunfarms”), Rose LifeScience Inc. (“Rose” or “Rose LifeScience”), Balanced Health Botanicals, LLC (“Balanced Health”), and Village Farms International B.V. (“VF International”); the limited operational history of the Delta RNG Project in our energy segment and VF International; the legal status of the cannabis business of Pure Sunfarms, Rose and VF International and the hemp business of Balanced Health and uncertainty regarding the legality and regulatory status of cannabis and cannabinoid (CBD) products in the United States; risks relating to the implementation and enforcement of the Continuing Appropriations, Agriculture, Legislative Branch, Military Construction and Veterans Affairs, and Extension Act, 2026; risks relating to the integration of Balanced Health and Rose into our consolidated business; risks relating to obtaining additional financing on acceptable terms, including our dependence upon credit facilities and dilutive transactions; potential difficulties in achieving and/or maintaining profitability; variability of product pricing; risks inherent in the cannabis, hemp, CBD, cannabinoids, and agricultural businesses; our market position and competitive position; our ability to leverage current business relationships for future business involving hemp and cannabinoids; the ability of Pure Sunfarms and Rose to cultivate and distribute cannabis in Canada as well as exports; risks related to the start-up of international production at our Netherlands operations; existing and new governmental regulations, including risks related to regulatory compliance and regarding obtaining and maintaining licenses
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required under the Cannabis Act (Canada), the Criminal Code and other Acts, S.C. 2018, C. 16 (Canada) for our Canadian operational facilities, and changes in our regulatory requirements; legal and operational risks relating to expected conversion of our greenhouses to cannabis production in Canada and in the United States; risks related to rules and regulations at the U.S. Federal (Food and Drug Administration and United States Department of Agriculture), state and municipal levels with respect to produce and hemp, cannabidiol-based products commercialization; retail consolidation, technological advances and other forms of competition; transportation disruptions; product liability and other potential litigation; retention of key executives; labor issues; uninsured and underinsured losses; vulnerability to rising energy costs; inflationary effects on costs of cultivation and transportation; recessionary effects on demand of our products; environmental, health and safety risks, foreign exchange exposure, risks associated with cross-border trade and the potential for tariffs and other trade restrictions; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; elevated interest rates; and tax risks.
The Company has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Although the forward-looking statements contained in this Press Release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company's control, which may cause the Company's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company's filings with securities regulators, including this Press Release and the Company’s most recently filed annual report on Form 10-K and quarterly report on Form 10-Q.
When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this Press Release relate only to events or information as of the date on which the statements are made in this Press Release. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Contact Information
Sam Gibbons Senior Vice President, Corporate Affairs Phone: (407) 936-1190 ext. 328 Email: sgibbons@villagefarms.com
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