[8-K] Where Food Comes From, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K - Material Definitive Agreement

On 22-Jul-2025 Where Food Comes From, Inc. (WFCF) signed a Redemption and Purchase Agreement with Progressive Beef, LLC. Progressive Beef redeemed WFCF’s 10 % membership interest, effective 30-Jun-2025, for approximately $1.8 million in cash and the surrender of 12,585 WFCF common shares.

WFCF originally purchased the stake on 9-Aug-2018 for about $1.0 million, funded with cash and stock, and has since received over $1.6 million in dividends. The exit therefore converts the investment into cash at a premium to original cost and marginally reduces shares outstanding. The agreement contains customary representations and warranties; the full contract is filed as Exhibit 2.1. No additional financial statements or guidance were provided.

Positive

• $1.8 million cash inflow exceeds the original $1.0 million investment cost.
• Company has already collected $1.6 million in dividends prior to exit, yielding strong overall return.
• Surrender of 12,585 shares marginally reduces share count, delivering a small anti-dilutive effect.

Negative

• WFCF forgoes future dividend income from Progressive Beef after divestiture.
• Filing lacks pro-forma financial impact, leaving uncertainty on earnings effect.

Insights

Financial Analyst

TL;DR: WFCF exits Progressive Beef with cash gain and small share buy-back; future income stream foregone.

The $1.8 million cash proceeds exceed the 2018 purchase cost by roughly 80 %, before considering the $1.6 million dividends already collected. Total cash return is therefore ~3.4× invested capital, freeing liquidity for core operations while slightly shrinking the float (12,585 shares ≈0.1 % of basic shares). Although the company relinquishes future dividends from Progressive Beef, the realized gain de-risks the balance sheet and may be redeployed at higher return. No contingent liabilities or earn-outs are disclosed, suggesting a clean exit.

Corporate Governance Expert

TL;DR: Straightforward related-party exit; customary reps & warranties limit governance risk.

The filing shows a clear transaction structure, timely disclosure and inclusion of the full agreement as Exhibit 2.1, supporting transparency. No insider conflicts or unusual terms are noted. Absence of pro-forma impact data limits shareholders’ ability to gauge earnings dilution from lost dividends, but materiality appears low relative to WFCF’s scale. Overall governance impact is neutral.

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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

(d) 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