WHERE FOOD COMES FROM, INC. (OTCMKTS:WFCF) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

to an Asset Purchase Agreement (the Purchase Agreement), dated
December 28, 2016, by and among Where Food Comes From, Inc. (WFCF
or the Company); SureHarvest Services LLC, a California limited
liability company and wholly-owned subsidiary of WFCF (the
Buyer); SureHarvest, Inc., a California corporation (the Seller);
and Jeff Dlott, the President, key manager and shareholder of
Seller (Dlott), Buyer acquired substantially all the assets of
the Seller, effective as of December 28, 2016. The Seller makes
software and provides services related to sustainability
measurement and benchmarking, traceability, verification and
certification to the food and agriculture industries.

The aggregate consideration for the acquisition of the assets of
Seller by Buyer is approximately $2.8 million in the form of a
40% membership interest in Buyer (the Interests), $1,122,000 in
cash, and 850,852 shares (the Shares) of the common stock of WFCF
valued at approximately $1,683,000 based upon the 4-week average
closing price of our stock on December 28, 2016, of $1.98 per
share. The consideration paid by WFCF in connection with this
acquisition was determined by arms-length negotiations between
WFCF and Seller. The transaction was financed through cash on
hand.

The Purchase Agreement provides for a period of eighteen months
to support any indemnification claims by Buyer or WFCF for breach
of Sellers representations, warranties and covenants. The Shares
were placed in escrow during such indemnification period. The
Purchase Agreement also includes non-dilution provisions.

The Seller and Dlott have made certain additional customary
covenants, including not soliciting or initiating discussions,
engaging in negotiations or providing any non-public information
concerning alternative business combination transactions with
respect to the transaction and covenants not to compete.

On December 28, 2016, the Company, Buyer and the Seller also
entered into an Operating Agreement, which will, among other
things, entitled WFCF to designate three managers and Seller to
designate two managers to serve on the board of managers of
Buyer. The Operating Agreement provides WFCF a right of first
refusal on the 40% membership interest of Buyer issued to Seller
at closing.

As a condition to the Purchase Agreement, an Employment Agreement
between Buyer and Dlott was entered into effective as of December
28, 2016. The Employment Agreement provides for a base salary of
approximately $168,000 and contains certain customary covenants,
including non-disclosure of confidential information.

A copy of the Purchase Agreement, the Operating Agreement, and
the Employment Agreement (the Agreements) are attached as Exhibit
2.1, 2.2 and 2.3, respectively, and is incorporated herein by
reference. The foregoing descriptions of the Agreements do not
purport to be complete and are qualified in their entirety by
reference to the Purchase Agreement, the Operating Agreement, and
the Employment Agreement.

On December 28, 2016, the Company issued the Shares and the
Interests to the Seller as partial consideration under the
Purchase Agreement in reliance on the exemption from registration
requirements of the Securities Act to Section 4(a)(2) thereof and
Rule 506 of Regulation D promulgated thereunder. The Seller
represented to the Company in connection with the Purchase
Agreement that it was acquiring the Shares the Interests for
investment and not distribution; that it could bear the risks of
the investment and could hold the securities for an indefinite
period of time. The Seller received written disclosure that the
securities had not been registered under the Securities Act and
that any resale must be made to a registration statement or an
available exemption from such registration.

On December 29, 2016, the Company issued a press release
announcing the completion of the Acquisition. A copy of the press
release isincluded as Exhibit 99.1 hereto and is incorporated
herein by reference.

(a) Financial statements of businesses acquired

Financial statements of the business acquired will be filed by
amendment to this Current Report on Form 8-K (the Report) no
later than 71 days following the date that this Report is
required to be filed.

(b) Pro forma financial information

Pro forma financial information will be filed by amendment to
this Report no later than 71 days following the date that this
Report is required to be filed.

(d) Exhibits

About WHERE FOOD COMES FROM, INC. (OTCMKTS:WFCF)

Where Food Comes From, Inc. is a provider of verification and certification solutions for the agriculture, livestock and food industry. The Company is a third-party provider of food production audits. The Where Food Comes From labeling program offers food retailers and restaurants a means of connecting consumers to information on where and how the food they purchase has been grown or raised. It offers a range of verification and certification services to help food producers and consumers differentiate certain attributes and production methods in the marketplace. It also offers consulting, program development and Web-based development services on a customized basis to meet customer requirements. It supports over 10,000 farmers, ranchers, retailers, distributors and restaurants with a range of services provided through its family of verifiers, including IMI Global, International Certification Services, Inc., Validus Verification Services, LLC and Sterling Solutions, LLC.

WHERE FOOD COMES FROM, INC. (OTCMKTS:WFCF) Recent Trading Information

WHERE FOOD COMES FROM, INC. (OTCMKTS:WFCF) closed its last trading session down -0.04 at 1.98 with 10,346 shares trading hands.