Where Food Comes From, Inc. Discloses Material Weakness in Internal Control Over Financial Reporting in Amended Annual Report

Where Food Comes From, Inc. (WFCF) has filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amendment is highly significant for shareholders and market participants as it introduces new disclosures regarding internal controls and procedures that were not included in the original filing, and directly addresses compliance with the Sarbanes-Oxley Act.

Key Points from the Amended Report

• Purpose of the Amendment:
  • The amendment was filed to update Part II, Item 9A “Controls and Procedures” after management discovered that the original filing inadvertently omitted the disclosure of a Material Weakness in Internal Control Over Financial Reporting and the related Remediation Plan for the year ended December 31, 2025.
  • The amendment also includes new certifications under Section 302 of the Sarbanes-Oxley Act of 2002.
• Material Weakness in Internal Controls:
  • During the audit for the 2025 fiscal year, management and the independent registered public accounting firm identified material weaknesses in internal controls over financial reporting.
  • A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s financial statements will not be prevented or detected on a timely basis.
  • Management concluded in February 2026 that a material weakness existed with respect to management’s analyses and procedures to ensure the consolidated financial statements were prepared in accordance with U.S. GAAP.
  • No material misstatements were identified in the company’s consolidated financial statements as a result of these deficiencies.
• Remediation Plan:
  • Management has already implemented, and continues to implement, a remediation plan to address and correct the material weaknesses identified.
  • Additional measures may be taken as management continues to assess and improve internal control over financial reporting.
• ICFR Auditor Attestation:
  • The company’s annual report does not include an attestation report from its independent registered public accounting firm regarding internal control over financial reporting.
  • This is permitted under SEC rules that allow the company to provide only management’s report.
• Status of Disclosure Controls and Procedures:
  • Despite the material weakness in internal controls, the company’s CEO and CFO concluded that, as of December 31, 2025, disclosure controls and procedures were effective.
  • There have been no other changes in internal control over financial reporting during the fourth quarter of 2025 that would materially affect, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
• Shareholder and Investor Implications:
  • This amendment is a material event as it corrects a prior omission regarding internal controls and may impact market perception of the company’s corporate governance and financial reporting reliability.
  • The existence of a material weakness, even if not resulting in a misstatement, may be viewed as a risk factor by investors, possibly affecting the company’s valuation and share price.
  • No restatements due to error corrections were made, and no fraud was identified involving management or employees with a significant role in internal controls.

Other Relevant Information

• Common Stock Outstanding: 5,048,251 shares as of February 18, 2026.
• Public Float: \$27,604,411 as of June 30, 2025.
• Par Value: \$0.001 per share.
• No securities registered under Section 12(b) of the Exchange Act.
• Well-known Seasoned Issuer Status: The company is not a well-known seasoned issuer.
• Emerging Growth Company Status: The company is not an emerging growth company.
• No error corrections or restatements were required for the financial statements included in this filing.

Conclusion

Investors should be aware that the disclosure of a material weakness in internal controls is a significant governance matter and may influence the company’s risk profile and valuation. While no financial misstatements were found, the company is taking steps to remediate the control deficiencies. Shareholders are encouraged to review this amendment and the company’s remediation efforts carefully and consider the implications as part of their investment decisions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all filings and consult with their financial advisors before making investment decisions. The information above is based solely on the amended SEC filing by Where Food Comes From, Inc. for the year ended December 31, 2025.

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