Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering of Securities
On
The Offering is expected to close on or about
The representations, warranties and covenants contained in each Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Securities Purchase Agreement 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 stockholders 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 Agreement, which subsequent information may or may not be fully reflected in public disclosures.
A.G.P./
The foregoing descriptions of the Placement Agency Agreement and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Placement Agency Agreement and the Securities Purchase Agreement, which are filed as Exhibits 1.1 and 10.1, 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 Agency Agreement, datedJanuary 15, 2021 , amongVillage Farms International, Inc. , A.G.P./Alliance Global Partners ,Raymond James (USA) Ltd. andRoth Capital Partners, LLC 5.1 Opinion ofTorys LLP , datedJanuary 20, 2021 10.1 Form of Securities Purchase Agreement, datedJanuary 15, 2021 , amongVillage Farms International, Inc. and certain investors 23.1 Consent ofTorys LLP (contained in Exhibit 5.1 above)
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