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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 2
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
|
| |
For the
fiscal year ended December 31, 2025 |
| |
|
| ☐ |
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
6th 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 ☒
Indicate
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 30, 2025, the last business day of our most
recently completed second fiscal quarter, was $27,604,411, based on the closing stock price on June 30, 2025 of $11.06.
The
number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 18, 2026 was 5,048,251.
EXPLANATORY
NOTE
The
purpose of this Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities
and Exchange Commission on February 26, 2026, is solely for the purpose of amending and updating Part II, Item 9A “Controls and
Procedures” of the Original Filing in its entirety, which inadvertently failed to disclose a Material Weakness in Internal Control
over Financial Reporting and Remediation Plan for the year ended December 31, 2025.
In
addition, pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 2 also contains new certifications pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, which are attached hereto.
Except
as described above, no other changes are being made to the Original Filing. Further, except as expressly stated, this Amendment No. 2
does not reflect events occurring after the filing of the Original Filing or modify or update in any way any of the other items or disclosures
contained in the Original Filing, including, without limitation, the consolidated financial statements and the related footnotes. Accordingly,
this Amendment No. 2 should be read in conjunction with the Original Filing and the Company’s other filings with the Securities
and Exchange Commission (the “SEC”) subsequent to the filing of the Original Filing.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and
procedures” pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In
designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to
apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation,
our principal executive and financial officers concluded, as a result of the material weaknesses in internal control over financial reporting
discussed below, that our disclosure controls and procedures were not effective as of December 31, 2025. However, we believe that the
financial statements included in this report fairly present in all material respects our financial condition, results of operations and
cash flows for the periods presented.
Material
Weaknesses in Internal Control over Financial Reporting and Remediation Plan
In
connection with the audit of our consolidated financial statements for the year ended December 31, 2025, we and our independent registered
public accounting firm identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The
Company’s internal controls over financial reporting were not considered effective as of December 31, 2025, due to the following
material weakness.
In
February 2026, management concluded that a material weakness existed with respect to management’s improper application of FASB
ASC 842 (Leases). On November 21, 2025, Where Food Comes From, Inc. amended its lease with The Move, LLC, effectively shortening the
term of the lease from an anticipated end date of July 31, 2031 (including options to renew) to a contractual lease term through December
31, 2027. An improper application of FASB ASC 842 (Leases) resulted in the material overstatement of right of use assets and a material
overstatement of other income for the year ended December 31, 2025. Since such time, management has remediated the material weakness
by properly applying FASB ASC 842 and will consider the use of additional experts in the future to assist in interpretation of Accounting
Standards to the extent necessary when dealing with rare, unusual and non-routine transactions.
In
light of this material weaknesses, in preparing our financial statements for the year ended December 31, 2025, we performed additional
analyses and procedures to ensure that our consolidated financial statements included in this Form 10-K have been prepared in accordance
with U.S. GAAP. There have been no material misstatements identified in the financial statements as a result of these deficiencies.
Attestation
Report of the Registered Public Accounting Firm
This
annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered
public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual
report.
Internal
Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements
and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The
changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that materially affected,
or were reasonably likely to materially affect, our internal control over financial reporting are described above under the heading “Material
Weakness in Internal Control over Financial Reporting and Remediation Plan.”
Except
as described above, there have not been any other changes in the Company’s internal control over financial reporting (as such term
is defined in Rule 13a-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.
Management
assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework (2013).
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit
Number |
|
Document
Name |
|
|
| 31.1 |
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
Filed
herewith |
| 31.2 |
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
Filed
herewith |
| 104 |
|
Cover
Page formatted in Inline XBRL and contained in Exhibit 101 |
|
|
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:
September 9, 2026 |
Where
Food Comes From, Inc. |
| |
|
| |
By: |
/s/
Dannette Henning |
| |
Name: |
Dannette Henning |
| |
Title: |
Chief Financial Officer |
