Village Farms国际美股招股说明书(2026-06-05版)

7,500,000 Common Shares This prospectus supplement relates to the offer and sale of 7,500,000 common shares (the “common shares”), no par value per share, in the capital ofVillage Farms International, Inc. (“Village Farms” or the “Company”) to certain institutional investors (the “Purchasers”) for an aggregate offering price of$15,000,000. Each common share will be sold at a negotiated price of $2.00 per share pursuant to this prospectus supplement, the accompanying prospectus andvarious securities purchase agreements, dated as of June5, 2026, among the Company and each of the Purchasers. We have retained A.G.P./Alliance Global Partners as a placement agent (the “Placement Agent”) in connection with this offering. The PlacementAgent has agreed to use its reasonable best efforts to sell the common shares offered by this prospectus supplement and the accompanying prospectus. ThePlacement Agent is not purchasing or selling any common shares offered by this prospectus supplement and the accompanying prospectus. See “Plan ofDistribution” beginning on page S-8 of this prospectus supplement for more information regarding these arrangements. Public offering price (1)We have agreed to pay the Placement Agent an aggregate cash placement fee equal to 5.5% of the gross proceeds in this offering. See “Plan ofDistribution” beginning on page S-8 of this prospectus supplement for additional information regarding the compensation payable to the Placement Agent. Our common shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “VFF.” On June4, 2026, the last reported sale price ofour common shares on Nasdaq was $2.47 per share. You are urged to obtain current market quotations for our common shares. Investing in our common shares involves a high degree of risk. You should carefully consider the risks described under “Risk Factors” onpageS-5 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contraryis a criminal offense. Delivery of the common shares offered hereby is expected to be made on or about June8, 2026, subject to the satisfaction of certain customary closingconditions. A.G.P. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONMATERIAL INCOME TAX CONSIDERATIONSLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCE Prospectus FORWARD-LOOKING STATEMENTSABOUT THIS PROSPECTUS SUMMARYRISK FACTORSENFORCEABILITY OF CIVIL LIABILITIESUSE OF PROCEEDSDESCRIPTION OF COMMON SHARESDESCRIPTION OF PREFERRED SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RECEIPTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF UNITS MATERIAL INCOME TAX CONSIDERATIONS LEGAL MATTERS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts, which together form part of a registration statement on Form S-3 (File No.333-280572), which wefiled with the SEC on June28, 2024 and which became effective on July8, 2024 (as so amended, the “Registration Statement”). Thefirst part is this prospectus supplement, which describes the terms of this offering of common shares and also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part,the accompanying prospectus, provides more general information about our company and the terms of our securities, some of which doesnot apply to this offering. If information included or incorporated by reference in this prospectus supplement is inconsistent with theaccompanying prospectus or the information incorporated by reference therein, then this prospectus supplement or the informationincorporated by reference in this prospectus supplement will apply and will supersede the information in the accompanying prospectus andthe documents incorporated by reference therein. However, if any statement in one of these documents is inconsistent with a statement inanother document having a later date—for example, a document incorporated by reference in this prospectus supplement—the statementin the document having the later date modifies or supersedes the earlier statement as our business, financial condition, results of operationsand prospects may have changed since the earlier dates. You should read this prospectus supplement, the accompanying prospectus, thedocuments incorporated by reference into this prospectus supplement and any free writing prospectus that we may authorize for use inconnection with this offering, in their entirety before making an investment decision. You sho