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0001490161
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2026-03-25
2026-03-25
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 25, 2026
Sow Good Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware | |
001-42037 | |
27-2345075 |
(State or Other Jurisdiction
of Incorporation) | |
(Commission
File Number) | |
(IRS Employer
Identification No.) |
1440 N Union Bower Rd
Irving,
TX 75061
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (214) 623-6055
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
SOWG |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On March 30, 2026, the Company amended its Certificate
of Incorporation to increase the authorized shares of Common Stock to up to 1,000,000,000 (the “Certificate of Incorporation Amendment”).
The certificate of amendment to the Company’s Certificate of
Incorporation is filed herewith as Exhibit 3.1, and any description above is qualified in its entirety by the text of the amendment to
the Certificate of Incorporation.
Item 5.07 Submission of Matters to a Vote of
Security Holders
On March 25, 2026, the actions approved through
written consent (the “Stockholder Consent”) of stockholders holding 50.7% of all outstanding shares of common stock of the
Company (the “Common Stock”) as of the specified record date entitled to vote (the “Majority Stockholders”) became
effective. The Majority Stockholders approved:
| (i) | the issuance of shares of Common Stock upon conversion of
the Company’s Series AA Convertible Non-Redeemable Preferred Stock, par value $0.001 per share and the Series AAA Preferred Stock
in accordance with Nasdaq Listing Rules 5635(b) and 5635(d); |
| (ii) | the Certificate of Incorporation Amendment; |
| (iii) | approve amendments to the 2024 Stock Incentive Plan (“2024
Plan”) to, among other items, increase the shares authorized for issuance under the 2024 Plan by 7,000,000 shares; and |
| (iv) | the ability of the Board to approve a reverse stock split
in the range of 1 for 2 to 1 for 99. |
Pursuant to Section14(c) of the Securities Exchange
Act of 1934 (the “Exchange Act”), on February 13, 2026, the Company filed a preliminary Information Statement (the “Preliminary
Schedule 14(c)”) and, on February 23, 2026, the Company filed a definitive Information Statement (the “Definitive Schedule
14(c)”) notifying the actions of the Stockholder Consent. On March 5, 2026, the Company mailed the Definitive Schedule 14(c) to
the stockholders. Pursuant to Rule 14c-2(b) promulgated by the SEC under the Exchange Act, the actions approved by the Majority Stockholders
can become effective starting on March 25, 2026, which is 20 days from the date of mailing or furnishing the definitive information statement
to the stockholders.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amendment to Certificate of Incorporation, dated as of March 30, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SOW
GOOD INC. |
| |
|
|
| |
By: |
/s/
David Lazar |
| |
|
David
Lazar |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
March 30, 2026 |
|
|
