0001584549false00-000000000015845492024-05-132024-05-13
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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Date of Report (Date of earliest event reported): May 13, 2024 |
VILLAGE FARMS INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Ontario |
001-38783 |
Not applicable |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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4700-80th Street British Columbia Canada |
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Delta, British Columbia, Canada |
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V4K 3N3 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (604) 940-6012 |
(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:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Shares, without par value |
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VFF |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director
On May 13, 2024, Village Farms International, Inc. (the “Company”) announced the appointment of Carolyn Hauger as an independent member of its Board of Directors.
Carolyn Hauger, aged 61, is currently the CFO of Ten-Nine Technologies, a battery nanotechnology additives start-up company located in Tulsa, OK. Prior to this, Ms. Hauger was the CFO of Lion, Inc from 2017 to 2021 as well as the Divisional CFO/Sr VP of Clopay Plastics from 2012 to 2017. Prior to that, Ms. Hauger held a Senior Manager Position at Ernst and Young and served as a Financial and Operations Executive for Procter and Gamble for 25 years. Ms. Hauger holds a BS in Chemical Engineering from The Pennsylvania State University and received an MBA in Finance and Accounting from Xavier University.
Ms. Hauger has not been appointed to, and is not currently expected to join, any Board committees. Board committee memberships, if any, will be determined at a later date.
There is no arrangement or understanding between Ms. Hauger and any other persons pursuant to which she was selected to serve as a director of the Company. There are no related party transactions between the Company and Ms. Hauger that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure
On May 13, 2024, the Company issued a press release announcing the appointment of Carolyn Hauger as an independent member of its Board of Directors effective immediately. A copy of the press release is included as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by reference.
The information contained in this Current Report on Form 8-K under Item 7.01, and 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 Securities Exchange Act of 1934, as amended (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, 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.
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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Date: |
May 13, 2024 |
By: |
/s/ Stephen C. Ruffini |
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Stephen C. Ruffini Executive Vice President and Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Village Farms International Appoints Finance and Operations Veteran
Carolyn Hauger to Board
Vancouver, BC and Orlando, FL – May 13, 2024 – Village Farms International, Inc. (“Village Farms” or “the Company”) (NASDAQ: VFF) is delighted to announce that Carolyn Hauger has been appointed to its Board of Directors, effective immediately, and will stand for election at the Company’s annual shareholders meeting in June 2024. Ms. Hauger has extensive finance, operations and public company director experience having served as CFO for a variety of companies, where among many responsibilities she contributed to operational optimization, innovation strategies and early-stage development. Her experience includes both multi-national and emerging growth industries.
“Ms. Hauger brings to Village Farms an exceptional 35-plus year track record of leadership in both senior executive and director roles,” said John McLernon, Chairman of the Board of Village Farms. “With broad-based expertise in financial strategy and business building, alongside decades of consumer-packaged goods, international and start up experience, her insight and perspective will be of tremendous benefit to Village Farms.”
Ms. Hauger is currently CFO at Ten-Nine Technologies, a battery nanotechnology additives company, where she has been instrumental in its early development. Ms. Hauger was previously CFO at Lion, Inc., where she led various strategies that resulted in a significant improvement of a key division’s financial performance, and was Divisional CFO and Senior VP at Clopay Plastics (a subsidiary of Griffon Corporation), during which she helped transform a key division and contributed to the start up and optimization of international subsidiaries. Prior thereto, Ms. Hauger was an Advisory Senior Manager in the Performance Improvement Practice at Ernst and Young, advising C-Level executives on optimizing production. She also held various executive finance and operations positions over a 25-year tenure with Procter and Gamble. As CFO of Procter and Gamble’s North America FemCare and Global Tampax businesses, she collaborated with other executives on the development of commercial innovation strategies that drove market share and grew sales and profits.
Ms. Hauger currently serves as an Independent Director and Audit Chair for Jericho Energy Ventures (TSX: JEV) and holds Advisory Board positions with Prestige Properties Management, LLC and Metal Resource Solutions, Inc. Ms. Hauger holds a BS in Chemical Engineering from The Pennsylvania State University and received an MBA in Finance and Accounting from Xavier University.
About Village Farms International
Village Farms leverages decades of experience as a large-scale, Controlled Environment Agriculture-based, vertically integrated supplier for high-value, high-growth plant-based Consumer Packaged Goods opportunities, with a strong foundation as a leading fresh produce supplier to grocery and large-format retailers throughout the US and Canada, and new high-growth opportunities in the cannabis and CBD categories in North America, the Netherlands and selected markets internationally.
In Canada, the Company's wholly-owned Canadian subsidiary, Pure Sunfarms, is one of the single largest cannabis operations in the world, the lowest-cost greenhouse producer and one of Canada’s best-selling brands. The Company also owns 70% of Québec-based, Rose LifeScience, a leading third-party cannabis products commercialization expert in the Province of Québec.
In the US, wholly-owned Balanced Health Botanicals is one of the leading CBD brands and e-commerce platforms in the country. Subject to compliance with all applicable US federal and state laws and stock exchange rules, Village Farms plans to enter the US high-THC cannabis market via multiple strategies, leveraging one of
the largest greenhouse operations in the country (more than 5.5 million square feet in West Texas), as well as the operational and product expertise gained through Pure Sunfarms' cannabis success in Canada.
Internationally, Village Farms is targeting selected, nascent, legal cannabis and CBD opportunities with significant medium- and long-term potential, with an initial focus on the Asia-Pacific region and Europe.
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 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, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable or produce industry, the cannabis industry and market and our energy segment are forward-looking statements. 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, Inc. (“Pure Sunfarms”), Rose LifeScience Inc. (“Rose” or “Rose LifeScience”) and Balanced Health Botanicals, LLC (“Balanced Health”); the limited operational history of the Delta RNG Project in our energy segment; the legal status of the cannabis business of Pure Sunfarms and Rose and the hemp business of Balanced Health and uncertainty regarding the legality and regulatory status of cannabis in the United States; 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; existing and new governmental regulations, including risks related to regulatory compliance and regarding obtaining and maintaining licenses required under the Cannabis Act (Canada), the Criminal Code and other Acts, S.C. 2018, C. 16 (Canada) for its 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; difficulties in managing our growth; restrictive covenants under our credit facilities; natural catastrophes; rising 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.
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
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Lawrence Chamberlain Investor Relations LodeRock Advisors (416) 519-4196 lawrence.chamberlain@loderockadvisors.com |
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Grafico Azioni Village Farms (NASDAQ:VFF)
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Da Apr 2024 a Mag 2024
Grafico Azioni Village Farms (NASDAQ:VFF)
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Da Mag 2023 a Mag 2024