Business Context and Reporting Period
Where Food Comes From, Inc. filed this Form 8-K Current Report on July 3, 2014, covering events occurring on July 1, 2014. The company is incorporated in Colorado and operates from Castle Rock, Colorado.
Key Financial Metrics
This filing reports a specific capital raise event rather than periodic financial performance metrics. The transaction details are as follows:
- Shares Sold: 900,000 shares of common stock.
- Gross Proceeds: $1,800,000.
- Price Per Share: $2.00 (calculated from proceeds and share count).
- Transaction Fees: $0 (non-brokered placement).
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity positions outside of this specific transaction.
Material Changes
The material change reported is the unregistered sale of equity securities under Item 3.02. The company completed the sale of 900,000 shares to two investors. This transaction was exempt under Rule 506 of Regulation D, limited to accredited investors with no general solicitation.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors related to future operations. The transaction involved no registration rights granted to the investors.
Investor Verification Checklist
- Verify the accreditation status of the two investors involved in the $1.8 million raise.
- Confirm the updated total share count and potential dilution impact on existing shareholders.
- Review subsequent filings to determine how the $1.8 million in gross proceeds was utilized.
- Check for any related party transactions involving the investors or the company's management.