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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): April 3, 2023

 

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

 

 

 

 
 

 

Item 8.01 Other Events

 

The Company announced today it has made a minor equity investment in leading seafood traceability company BlueTrace.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

 

Exhibit

No.

  Description
  99.1   Press Release issued and dated April 3, 2023
  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: April 3, 2023   Dannette Henning
    Chief Financial Officer

 

 

 

Exhibit 99.1

 

Where Food Comes From, Inc. Announces Investment in BlueTrace Seafood Traceability Company

 

CASTLE ROCK, Colorado – April 3, 2023 – Where Food Comes From, Inc. (WFCF) (Nasdaq: WFCF), the most trusted resource for independent, third-party verification of food production practices in North America, today announced it has made an equity investment in leading seafood traceability company BlueTrace.

 

Privately held BlueTrace offers a powerful cloud-based traceability solution that helps shellfish harvesters, growers, distributors and dealers comply with government regulations, manage their inventories and optimize profitability. The Company recently completed an oversubscribed stock offering led by leading venture capital and angel investors, the proceeds of which are intended to accelerate BlueTrace’s growth plans.

 

Based in Castine, Maine, fast-growing BlueTrace has more than 350 customers – primarily in the shellfish industry – in all but two coastal U.S. states and most Canadian provinces. The Company’s digital traceability solution uses a mobile app and tamper evident barcode tags to replace traditional paper-based tracking solutions that have become more challenging in light of increasingly stringent traceability standards. Those standards are established and enforced by the Interstate Shellfish Sanitation Commission (ISSC), which is particularly focused on safety issues around freshness and temperature.

 

BlueTrace is expected to benefit from ongoing implementation of the Food Safety Modernization Act, which is expanding traceability beyond shellfish to include other types of seafood beginning in 2023. The Company’s software and systems, designed originally to address the oyster industry, are seamlessly adaptable for the broader seafood landscape.

 

John Saunders, Chairman and CEO of Where Food Comes From, commented, “We are very impressed with the team at BlueTrace and believe the solution they have developed has the potential to have a major impact in seafood traceability on a worldwide basis. In addition to making a modest investment in BlueTrace, we expect to collaborate with their team in areas that augment our own initiatives in the seafood space, including our FishCARE sustainability standard.”

 

Chip Terry, CEO of BlueTrace, added, “We are pleased to welcome Where Food Comes From as an investor in our business. As the leader in land-based animal and crop traceability and verification, WFCF has a wealth of industry expertise that will be beneficial to us as we expand into other areas of the seafood industry. More than 70% of seafood consumed in North America is sourced overseas, so we see a tremendous opportunity for international expansion by both companies.”

 

About Where Food Comes From, Inc.

 

Where Food Comes From, Inc. is America’s trusted resource for third party verification of food production practices. Through proprietary technology and patented business processes, the Company estimates that it supports more than 17,500 farmers, ranchers, vineyards, wineries, processors, retailers, distributors, trade associations, consumer brands and restaurants with a wide variety of value-added services. Through its IMI Global, Validus Verification Services, SureHarvest, WFCF Organic (previously known as International Certification Services and A Bee Organic), and Postelsia units, Where Food Comes From solutions are used to verify food claims, optimize production practices and enable food supply chains with analytics and data driven insights. In addition, the Company’s Where Food Comes From® retail and restaurant labeling program uses web-based customer education tools to connect consumers to the sources of the food they purchase, increasing meaningful consumer engagement for our clients.

 

About BlueTrace

 

BlueTrace offers the easiest and most powerful traceability platform for seafood growers, wholesalers, distributors, and dealers. Its mobile solutions, designed specifically for the seafood industry, enable users to reduce redundant data entry and errors, streamline operations, and trace their products from tideline to table. Learn more at blue-trace.com.

 

 

 

 

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 industry leadership and demand for, and impact and efficacy of, the Company’s products and services on the marketplace; and the Company’s efforts to build the seafood component of its service mix 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 and seafood industry; the market for proteins 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

 

Where Food Comes From, Inc.

 

Jay Pfeiffer

Director, Investor Relations

303-880-9000

jpfeiffer@wherefoodcomesfrom.com

 

BlueTrace

 


Alessandra Bosco
BlueTrace
202-821-7245
alessandra@blue-trace.com