Amendment: SEC Form 10-K/A filed by Where Food Comes From Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended
For the transition period from ____________ to _____________
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer: | ☐ | Accelerated filer: | ☐ | |
| ☒ | Smaller reporting company: | |||
| 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. Yes ☐ No ☒
Indicated
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7252(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes ☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by checkmark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Yes
☐ No
Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
The
aggregate market value of the voting stock held by non-affiliates of the registrant on June 28, 2024, the last business day of our most
recently completed second fiscal quarter, was $
The number of shares of the registrant’s common stock, $ par value per share, outstanding as of February 13, 2025 was .
DOCUMENTS
INCORPORATED BY REFERENCE:
EXPLANATORY NOTE
No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.
Item 15. Exhibits and Financial Statement Schedules
| 3. | Exhibits. The following exhibits of the Company are included herein. |
| Exhibit Number | Description of Exhibit | |
| 97 | Recovery of Incentive-Based Compensation from Executive Officers in Event of Accounting Restatement |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 11, 2025 | Where Food Comes From, Inc. | |
| By: | /s/ John K. Saunders | |
| Name: | John K. Saunders | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
/s/ John K. Saunders |
Chairman and CEO |
April 11, 2025 | ||
| John K. Saunders | (Principal Executive Officer) | |||
/s/ Leann Saunders |
President and Director |
April 11, 2025 | ||
| Leann Saunders | ||||
/s/ Dannette Henning |
Chief Financial Officer |
April 11, 2025 | ||
| Dannette Henning | (Principal Financial Officer) | |||
/s/ Tom Heinen |
Director | April 11, 2025 | ||
| Tom Heinen | ||||
/s/ Pete Lapaseotes |
Director | April 11, 2025 | ||
| Pete Lapaseotes | ||||
/s/ Adam Larson |
Director | April 11, 2025 | ||
| Adam Larson | ||||
/s/ Graeme P. Rein |
Director | April 11, 2025 | ||
| Graeme P. Rein |