Village Farms International Provides Update on Nasdaq Listing

Rhea-AI Summary

Village Farms International (NASDAQ: VFF) has been notified by Nasdaq that it is not in compliance with the minimum bid price requirement. The company's common shares closed below US $1.00 from September 6, 2024 to October 17, 2024. Village Farms has until April 16, 2025 to regain compliance with the Minimum Bid Requirement.

During this compliance period, Village Farms' shares will continue to trade on the Nasdaq Capital Market. If the bid price closes at or above US $1.00 for a minimum of 10 consecutive business days before the deadline, the company is expected to regain compliance. If not, Village Farms may be eligible for an additional 180-day period or face potential delisting, with the option to appeal to a Nasdaq Hearings Panel.

Positive

• Village Farms' shares continue to trade on the Nasdaq Capital Market during the compliance period
• The company has until April 16, 2025 to regain compliance with the Minimum Bid Requirement
• Possibility of an additional 180-day period to regain compliance if needed

Negative

• Village Farms is not in compliance with Nasdaq's minimum bid price requirement
• Company's common shares closed below US $1.00 for over a month
• Risk of potential delisting from Nasdaq Capital Market if compliance is not regained

Insights

Financial Analyst

Village Farms International's notification of non-compliance with Nasdaq's minimum bid price requirement is a concerning development for investors. The company's stock price consistently closing below $1.00 for over a month signals potential underlying issues with market perception or financial performance.

While the immediate impact is , with no immediate delisting threat, this situation puts pressure on Village Farms to improve its stock performance. The company has until April 16, 2025, to regain compliance, which provides a reasonable timeframe for corrective actions. However, failure to meet this deadline could lead to delisting, significantly impacting liquidity and investor access.

For a company with a market cap of just over $100 million, this situation highlights potential challenges in maintaining investor confidence and accessing capital markets. Management will need to focus on improving operational performance, communicating effectively with investors and potentially considering strategic alternatives to boost the stock price above the $1.00 threshold.

VANCOUVER, British Columbia and ORLANDO, Fla., Oct. 18, 2024 (GLOBE NEWSWIRE) -- Village Farms International, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) has received notification from The Nasdaq Stock Market LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirement (NASDAQ Listing Rule) as the bid price for the Company’s common shares closed below US $1.00 (the “Minimum Bid Requirement”) from September 6, 2024 to October 17, 2024 (the “Notification”).

The Notification has no immediate effect on the listing of the Company’s common shares on the Nasdaq Capital Market. Under NASDAQ Listing Rule 5810(c)(3)(A), the Company has until April 16, 2025, a period of 180 calendar days from the date of Notification (the “Compliance Period”) to regain compliance with the Minimum Bid Requirement. During the Compliance Period, Village Farms common shares will continue to trade on the Nasdaq Capital Market. If at any time before April 16, 2025, the bid price of Village Farms’ common shares closes at or above US $1.00 per share for a minimum of 10 consecutive business days, it is expected that Nasdaq would notify the Company that it has regained compliance with the Minimum Bid Requirement.

In the event the Company does not regain compliance with the Minimum Bid Requirement by April 16, 2025, the Company may be eligible for an additional period of 180 calendar days to regain compliance or may be subject to delisting of its common shares from the Nasdaq Capital Market, at which time the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

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 80% 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 include statements regarding the listing of the Company’s common shares on Nasdaq, and may also 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; 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 the Company’s most recently filed Quarterly Report on Form 10-Q 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

Sam Gibbons
Senior Vice President, Corporate Affairs
Phone: (407) 936-1190 ext. 328
Email: sgibbons@villagefarms.com

Lawrence Chamberlain
LodeRock Advisors
Phone: (416) 519-4196
Email: lawrence.chamberlain@loderockadvisors.com

FAQ

What is the minimum bid price requirement Village Farms (VFF) failed to meet?

Village Farms failed to meet Nasdaq's minimum bid price requirement of US $1.00 per share, as its common shares closed below this price from September 6, 2024 to October 17, 2024.

How long does Village Farms (VFF) have to regain compliance with Nasdaq's minimum bid price requirement?

Village Farms has until April 16, 2025, a period of 180 calendar days from the date of notification, to regain compliance with the minimum bid price requirement.

What happens if Village Farms (VFF) doesn't regain compliance by April 16, 2025?

If Village Farms doesn't regain compliance by April 16, 2025, it may be eligible for an additional 180-day period or face potential delisting from the Nasdaq Capital Market, with the option to appeal to a Nasdaq Hearings Panel.

How can Village Farms (VFF) regain compliance with Nasdaq's minimum bid price requirement?

Village Farms can regain compliance if its bid price closes at or above US $1.00 per share for a minimum of 10 consecutive business days before April 16, 2025.