10-K/A
Where Food Comes From, Inc. (WFCF)
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<br> of incorporation or organization) | (I.R.S.<br> 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<br> accelerated filer: | ☐ | Accelerated<br> filer: | ☐ |
|---|---|---|---|
| Non-accelerated filer: | ☒ | Smaller<br> reporting company: | ☒ |
| Emerging<br> 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.
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.
Item15. Exhibits and Financial Statement Schedules
| 3. | Exhibits.<br> The following exhibits of the Company are included herein. |
|---|---|
| Exhibit<br> Number | Description<br> 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:<br> April 11, 2025 | Where<br> 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<br> and CEO | April<br> 11, 2025 |
| John<br>K. Saunders | (Principal<br> Executive Officer) | |
| /s/ Leann Saunders | President<br> and Director | April<br> 11, 2025 |
| Leann<br>Saunders | ||
| /s/ Dannette Henning | Chief<br> Financial Officer | April<br> 11, 2025 |
| Dannette<br>Henning | (Principal<br> Financial Officer) | |
| /s/ Tom Heinen | Director | April<br> 11, 2025 |
| Tom<br>Heinen | ||
| /s/ Pete Lapaseotes | Director | April<br> 11, 2025 |
| Pete<br>Lapaseotes | ||
| /s/ Adam Larson | Director | April<br> 11, 2025 |
| Adam<br>Larson | ||
| /s/ Graeme P. Rein | Director | April<br> 11, 2025 |
| Graeme<br>P. Rein |
Exhibit 97
WhereFood Comes From, Inc.
FinancialRestatement Clawback Policy
I.BACKGROUND
Where Food Comes From, Inc. (the “Company”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with SEC Rule 10D-1 and as set forth under the Nasdaq Stock Market (“Nasdaq”), Listing Rule 5608, “Recovery of Erroneously Awarded Compensation.” Certain terms used in this Policy are defined in Section VIII below.
II.STATEMENT OF POLICY
The Company shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”).
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under Section V below.
III.SCOPE OF POLICY
A.Covered Persons and Recovery Period. This Policy applies to Incentive-Based Compensation received by a person:
| ● | after<br> beginning service as an Executive Officer, |
|---|---|
| ● | who<br> served as an Executive Officer at any time during the performance period for that Incentive-Based<br> Compensation, |
| --- | --- |
| ● | while<br> the Company has a class of securities listed on a national securities exchange, and |
| --- | --- |
| ● | during<br> the three completed fiscal years immediately preceding the date that the Company is required<br> to prepare a Restatement (the “Recovery Period”). |
| --- | --- |
Notwithstanding this look-back requirement, the Company is only required to apply this Policy to Incentive-Based Compensation received on or after October 1, 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
B.Transition Period. In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following the Recovery Period (a “Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
C.Determining Recovery Period. For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
| ● | the<br> date the board of directors of the Company (the “Board”), a committee<br> of the Board, or the officer or officers of the Company authorized to take such action if<br> Board action is not required, concludes, or reasonably should have concluded, that the Company<br> is required to prepare a Restatement, and |
|---|---|
| ● | the<br> date a court, regulator, or other legally authorized body directs the Company to prepare<br> a Restatement. |
| --- | --- |
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.
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IV.AMOUNT SUBJECT TO RECOVERY
A.Recoverable Amount. The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid.
B.Covered Compensation Based on a Financial Reporting Measure. For Incentive-Based Compensation based wholly or in part upon the attainment of a Financial Reporting Measure, where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be determined by the Compensation Committee of the Company’s Board of Directors (the “Committee”) based on a reasonable estimate of the effect of the Restatement on the Financial Reporting Measure upon which the Incentive-Based Compensation was received. In such event, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
C.Method of Recovery. The Company will have discretion in determining how to accomplish recovery of erroneously awarded Incentive-Based Compensation under this Policy, recognizing that different means of recovery may be appropriate in different circumstances.
D. Other RecoupmentRights; Event of Conflict. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement. If any awards are subject to both this Policy and any other right to recoupment under any similar policy or similar provision in any applicable employment agreement, equity award agreement or similar agreement, and there is any conflict between the terms of this Policy and such other policy or provision, then such conflict or inconsistency shall be resolved by giving precedence to this Policy.
V.EXCEPTIONS
The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the Committee has made a determination that recovery would be impracticable:
A.Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq.
B.Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
VI.PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
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VII.DISCLOSURE
The Company shall file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable Securities and Exchange Commission (“SEC”) filings.
VIII.DEFINITIONS
Unless the context otherwise requires, the following definitions apply for purposes of this Policy:
“Executive Officer” means each “executive officer” of the Company (as defined in Rule 10D-1(d) under the Exchange Act), which shall be deemed to include any individuals identified by the Company as executive officers pursuant to Item 401(b) of Regulation S-K under the Exchange Act. Both current and former Executive Officers are subject to the Policy in accordance with its terms.
“Financial Reporting Measures” means (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures and may consist of GAAP or non-GAAP financial measures (as defined under Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder return. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
IX.ADMINISTRATION; AMENDMENT; TERMINATION
All determinations under this Policy will be made by the Committee, including determinations regarding how any recovery under this Policy is effected. Any determinations of the Committee will be final, binding and conclusive and need not be uniform with respect to each individual covered by this Policy.
The Committee may amend this Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
X.EFFECTIVENESS
This Policy shall be effective as of December 1, 2023.
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