Current Report Filing (8-k)
November 25 2020 - 6:06AM
Edgar (US Regulatory)
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): November 24, 2020
WHERE
FOOD COMES FROM, INC.
(Exact
Name of Registrant as Specified in its Charter)
Colorado
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333-133624
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43-1802805
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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202
6th Street, Suite 400
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Castle
Rock, Colorado
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80104
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(Address
of Principal Executive Offices)
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(Zip
Code
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(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
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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).
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[ ] Emerging growth company
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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.
[ ]
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Item
8.01 Other Events.
On
November 18, 2020, the Board of Directors of Where Food Comes From, Inc. (the “Company”) approved the implementation
of a one-for-four (1:4) reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock,
par value $0.001 per share (“Common Stock”). The Reverse Stock Split will be effective after the market closes on
November 30, 2020.
The
Company’s stockholders had previously approved a reverse split of not more than 1-for-4, with the exact ratio to be set
within this range as determined by the Board of Directors. As a result of the Reverse Stock Split, every four (4) outstanding
shares of Common Stock will be reclassified, combined and changed into one (1) share of Common Stock. The Reverse Stock Split
will reduce the number of the Company’s outstanding shares of Common Stock from approximately 24.6 million shares to approximately
6.2 million shares. The number of authorized shares of Common Stock will remain unadjusted as a result of the Reverse Stock Split.
No fractional shares will be issued as a result of the Reverse Stock Split.
Item
9.01 Financial Statements and Exhibits
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.
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WHERE
FOOD COMES FROM, INC.
(Registrant)
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By:
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/s/
Dannette Henning
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Date:
November 25, 2020
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Dannette
Henning
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Chief
Financial Officer
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