Monitor for any prospectus supplement that would indicate an actual offering. The company's cash position ($3.4M) and positive operating cash flow ($1.46M in H1 2026) suggest no near-term capital need, making this a precautionary shelf. Any future ATM or follow-on would likely be for M&A funding.
Price Chart
Executive Summary
Where Food Comes From, Inc. filed Amendment No. 1 to its S-3 shelf registration statement, registering up to $50,000,000 in common stock, preferred stock, and/or warrants for potential future sale. The company states it has no immediate plans to issue securities but wants flexibility to access capital markets opportunistically. The filing is routine for a smaller reporting company with a public float of ~$32.1 million, and the one-third-of-float limitation restricts any 12-month issuance to ~$10.7 million.
Key Financial Metrics
Key Facts
- Shelf registration of up to $50,000,000 in common stock, preferred stock, and warrants
- Company states no immediate plans to issue securities under this shelf
- Public float of ~$32.1 million as of July 31, 2026, based on 2,276,456 non-affiliate shares at $14.12
- One-third-of-float limitation caps any 12-month issuance at ~$10.7 million while public float remains below $75 million
- Last reported stock price on Nasdaq was $13.10 per share as of September 16, 2026
- Company had $3.4 million cash and $8.8 million equity as of June 30, 2026, with net income of $505,000 for H1 2026
- No prior sales under General Instruction I.B.6 of Form S-3 in the prior 12 months
Financial Impact
Up to $50,000,000 in potential future offerings, but no current offering planned; actual dilution would depend on terms of any future takedown
Risk Factors
- Potential future dilution if securities are issued under the shelf
- Stock price could face overhang from the registered but unissued shares
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3/A Filing (Primary) | 0001493152-26-043268 |
| Document: 0001493152-26-043268-index-headers.html | 0001493152-26-043268 |
| Document: 0001493152-26-043268-index.html | 0001493152-26-043268 |
| Document: 0001493152-26-043268.txt | 0001493152-26-043268 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 5, 2026 22d ago | Press Release | $12.76 $13.36 | ▲ +4.70% | ▲ +4.28% | $14.81 (+16.07%) |
Oct 1, 2026 26d ago | EFFECT | $12.94 $13.99 | ▲ +8.11% | ▲ +6.81% | $14.81 (+14.45%) |
Sep 25, 2026 4w ago | S-3/A | $10.79 $12.73 | ▲ +17.96% | ▲ +18.18% | $14.81 (+37.23%) |
Sep 22, 2026 5w ago | S-3/A | $11.70 $10.90 | ▼ −6.84% | ▼ −5.65% | $14.81 (+26.58%) |
Sep 18, 2026 5w ago | S-3/A | $11.03 $10.79 | ▼ −2.16% | ▼ −3.43% | $14.81 (+34.27%) |
Sep 15, 2026 6w ago | 10-Q/A | $13.00 $11.03 | ▼ −15.15% | ▼ −15.97% | $14.81 (+13.92%) |
Sep 9, 2026 6w ago | 10-K/A | $12.70 $13.10 | ▼ −3.15% | ▼ −4.24% | $14.81 (−16.61%) |
Aug 10, 2026 11w ago | 8-K | $12.56 $12.34 | ▼ −1.71% | ▼ −1.67% | $14.81 (+17.96%) |
Aug 6, 2026 11w ago | S-3 | $12.69 $12.50 | ▼ −1.50% | ▼ −2.71% | $14.81 (+16.71%) |
Aug 6, 2026 11w ago | Press Release | $12.69 $12.50 | ▼ −1.50% | ▼ −2.71% | $14.81 (+16.71%) |
US Market Status
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