UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||