Where Food Comes From, Inc.

Annual Report • Apr 11, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to _____

Commission File No. 001-40314

WHERE FOOD COMES FROM, INC.

(Exact name of registrant as specified in its charter)

Colorado	43-1802805
(State
of incorporation or organization)	(I.R.S.
Employer Identification No.)

202 6 th Street , Suite 400

Castle Rock , CO 80104

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(303) 895-3002

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(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 ☐ No ☒

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 ☐ No ☒

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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: | ☐ |
| --- | --- | --- | --- |
| Non-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 $ 32,344,018 , based on the closing stock price on June 28, 2024 of $12.11.

The number of shares of the registrant’s common stock, $ 0.001 par value per share, outstanding as of February 13, 2025 was 5,233,142 .

DOCUMENTS INCORPORATED BY REFERENCE: Part III is incorporated by reference from the registrant’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed, pursuant to Regulation 14A, within 120 days after the close of the registrant’s 2024 fiscal year.

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EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 20, 2025, is solely for the purpose of updating the linked file for Exhibit 97 to the Form 10-K. Exhibit 97 to this Amendment No. 1 provides the following items from the Form 10-K: Recovery of Incentive-Based Compensation from Officers in Event of Accounting Restatement.

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.

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Item 15. Exhibits and Financial Statement Schedules

1. 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 |

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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 | |
| --- | --- |
| 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

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