WHERE FOOD COMES FROM, INC. (OTCMKTS:WFCF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreement

On August 29, 2018, an Asset Purchase Agreement (the “Purchase Agreement”) was entered into by and among Where Food Comes From, Inc. (“WFCF” or the “Company”) and JVF Consulting, LLC (“Seller”).

to the Purchase Agreement, WFCF purchased the business assets of the Seller for aggregate consideration of approximately $815,300, which includes $500,000 in cash and 158,437 shares (the “Shares”) of common stock of WFCF valued at approximately $315,300 based upon the closing price of our stock on August 29, 2018, of $1.99 per share.

We believe the transaction adds value to certain of our existing software solutions which are based on intellectual property built and owned by the Seller. JVF is currently the largest technology provider to our SureHarvest division. With this acquisition, WFCF will control all of the intellectual property associated with its current Software as a Service (SaaS) offerings. Additionally, WFCF will employ three of the Seller’s employees who enhance our ability to address new markets and services with our SaaS Solutions.

The Company issued the Shares to the Seller 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.

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.