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 | 333-133624 | 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: None. | |
| 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 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
| (d) | Exhibits |
| Exhibit No. | Description | ||
| 99.1 | Press Release issued and dated November 24, 2020 |
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: November 25, 2020 | Dannette Henning | |
| Chief Financial Officer | ||
Exhibit 99.1
CASTLE ROCK, Colorado – November 24, 2020 – Where Food Comes From, Inc. (WFCF) (OTCQB: WFCF), the most trusted resource for independent, third-party verification of food production practices in North America, today announced it plans to implement a 1-for-4 reverse split of its common stock that will be effective after the market closes on Monday, November 30, 2020. The Company also announced it intends to uplist its shares to Nasdaq.
“The Board of Directors and management are pleased to announced plans to uplist our shares to the Nasdaq Capital Market,” said John Saunders, chairman and CEO of WFCF. “We believe that elevating our shares to the country’s premier exchange will raise our profile in the broader investment community and increase our appeal to institutional investors, ETFs and indexes. The planned uplisting together with the reverse stock split should make WFCF more attractive to investors that may have been prohibited from purchasing our shares due to certain restrictions on trading in lower priced stocks that are not listed on a major exchange. We appreciate the overwhelming support of our shareholders who authorized the reverse split.”
At the Annual Meeting of Stockholders on May 13, 2019, WFCF stockholders approved a reverse stock split of not more than 1-for-4 as determined by the WFCF Board. The primary purpose of the reverse split is to raise the Company’s share price to a level that meets the initial listing standards of the Nasdaq Capital Market.
The reverse split would result in each stockholder owning one share of stock for every four shares of stock previously owned. Following the reverse split, and except for adjustments that may result from the treatment of fractional shares that will be rounded up: 1) each stockholder will hold the same percentage of outstanding common stock as such stockholder held immediately prior to the reverse split; and 2) WFCF will have approximately 6,159,935 common shares outstanding compared to approximately 24,639,737 common shares outstanding immediately prior to the reverse split.
The number of authorized shares of WFCF’s Common and Preferred Stock, currently 95,000,000 and 5,000, respectively, will not be affected by the reverse stock split.
WFCF has initiated the application process for the Nasdaq Capital Market and is working with Nasdaq representatives to complete the uplisting process as soon as practicable. WFCF will issue a news release once a target date for uplisting has been established.
CAUTIONARY STATEMENT
This news release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Forward-looking statements are inherently uncertain, and actual events could differ materially from the Company’s predictions. Important factors that could cause actual events to vary from predictions include those discussed in our SEC filings. Specifically, statements in this news release about plans and timetables for effecting a reverse split and uplisting to Nasdaq; the potential to attract raise WFCF’s profile and new investors; industry leadership; and demand for, and impact and efficacy of, the Company’s products and services on the marketplace are forward-looking statements that are subject to a variety of factors, including availability of capital, personnel and other resources; competition; governmental regulation of the agricultural industry; the market for beef and other commodities; and other factors. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update its forward-looking statements to reflect new information or developments. For a more extensive discussion of the Company’s business, please refer to the Company’s SEC filings at www.sec.gov.
Company Contacts:
John Saunders
Chief Executive Officer
303-895-3002
Jay Pfeiffer
Pfeiffer High Investor Relations, Inc.
303-880-9000