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0001360565
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2025-07-22
2025-07-22
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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
Date
of Report (Date of earliest event reported): July 22, 2025
WHERE
FOOD COMES FROM, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Colorado |
|
001-40314 |
|
43-1802805 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
| 202
6th Street, Suite 400 |
|
|
| Castle
Rock, Colorado |
|
80104 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(303)
895-3002
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
WFCF |
|
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
1.01 |
Entry
into a Material Definitive Agreement |
On
July 22, 2025, Where Food Comes From, Inc. (“WFCF” or the “Company”) entered into a Redemption and Purchase Agreement
(the “Agreement”) with Progressive Beef, LLC and BHS, LLC (the “Buyer” or “Progressive Beef”). Pursuant
to the Agreement, the Buyer redeemed the 10% membership interests in Progressive Beef owned by the Company effective as of June 30, 2025,
in exchange for approximately $1.8 million cash and the Buyer’s surrender of 12,585 shares of the Company’s common
stock. The Buyer and the Company each made customary representations and warranties in the Agreement.
On
August 9, 2018, the Company purchased a ten percent membership interest in Progressive Beef for an aggregate purchase price of approximately
$1.0 million funded by a combination of cash and stock of the Company. Over the years, the Company received over $1.6 million
in dividends, representing a distribution of Progressive Beef’s earnings.
A
copy of the Redemption and Purchase Agreement is attached as Exhibit 2.1 and is incorporated herein by reference. The foregoing descriptions
of the Agreement do not purport to be complete and are qualified in their entirety by reference to the Agreement.
| Item
9.01 |
Financial
Statements and Exhibits |
| |
Exhibit
No. |
|
Description |
| |
2.1 |
|
Redemption and Purchase Agreement |
| |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| |
WHERE
FOOD COMES FROM, INC.
(Registrant) |
| |
|
| |
By:
|
/s/
Dannette Henning |
| Date:
July 23, 2025 |
|
Dannette
Henning |
| |
|
Chief
Financial Officer |
