Sow Good shareholders OK written-consent charter change

Sow Good Inc. reported that stockholders held a special meeting on August 10, 2026 and approved an amendment to the Certificate of Incorporation to allow stockholders to act by written consent.

Rhea-AI Filing Summary

Sow Good Inc. reported that stockholders held a special meeting on August 10, 2026 and approved an amendment to the Certificate of Incorporation to allow stockholders to act by written consent. The proposal passed with 15,927,316 votes for, 1,087 against and 185 abstentions.

On the same date, holders of a majority of the outstanding common shares executed a written consent approving the issuance of shares and other matters necessary to consummate a share purchase agreement among Sow Good Inc., SOWG Tanzania Inc., Ryzon Materials Limited, Uranex ESIP PTY Limited, Uranex Tanzania Limited and Magnis Technologies Limited, including alternative structures to effect this transaction. A Schedule 14C information statement will be filed with the SEC and mailed or provided to stockholders.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Votes for Charter Amendment: 15,927,316 Votes against Charter Amendment: 1,087 Abstentions on Charter Amendment: 185

3 metrics

Votes for Charter Amendment 15,927,316 Votes cast in favor of allowing stockholders to act by written consent

Votes against Charter Amendment 1,087 Votes cast against allowing stockholders to act by written consent

Abstentions on Charter Amendment 185 Stockholder abstentions on the written-consent Charter Amendment

Key Terms

written consent, Certificate of Incorporation, Schedule 14C information statement, share purchase agreement, +1 more

5 terms

written consent regulatory

"to allow stockholders to act by written consent (the “Charter Amendment”)"

A written consent is a formal, signed document in which shareholders or directors approve a corporate action without holding a live meeting, similar to signing a petition instead of gathering in person. It matters to investors because it can speed decisions, create a clear legal record of approval, and affect control or governance outcomes — for example enabling changes that would otherwise require a vote at a meeting.

Certificate of Incorporation regulatory

"To approve an amendment to the Company’s Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Schedule 14C information statement regulatory

"a Schedule 14C information statement will be filed with the SEC"

share purchase agreement financial

"transactions contemplated by the share purchase agreement by and among the Company"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sow Good Inc. (SOWG) stockholders approve at the August 10, 2026 special meeting?

Sow Good Inc. stockholders approved a Charter Amendment allowing stockholders to act by written consent. The proposal passed with 15,927,316 votes for, 1,087 against and 185 abstentions, changing how future corporate actions may be approved.

How did Sow Good Inc. (SOWG) vote break down on the written consent Charter Amendment?

The Charter Amendment received 15,927,316 votes for, 1,087 against and 185 abstentions. This strong approval authorized a change to the Certificate of Incorporation so stockholders can approve certain actions by written consent rather than only at meetings.

What transaction-related actions did Sow Good Inc. (SOWG) majority holders approve by written consent?

Holders of a majority of Sow Good’s outstanding common stock executed a written consent approving the issuance of shares and other matters needed to consummate a share purchase agreement. The approval also covers alternative structures to effectuate and consummate the transaction.

Which parties are involved in the Sow Good Inc. (SOWG) share purchase agreement?

The share purchase agreement involves Sow Good Inc., SOWG Tanzania Inc., Ryzon Materials Limited, Uranex ESIP PTY Limited, Uranex Tanzania Limited and Magnis Technologies Limited. Majority stockholders approved share issuance and related matters needed to complete this transaction.

What disclosure document will Sow Good Inc. (SOWG) provide regarding the written consent approvals?

Sow Good Inc. will prepare and distribute a Schedule 14C information statement. It will be filed with the SEC and mailed or otherwise provided to stockholders, describing the written consent actions and related approvals in more detail.

What corporate governance change did Sow Good Inc. (SOWG) adopt on August 10, 2026?

Sow Good Inc. adopted an amendment to its Certificate of Incorporation permitting stockholders to act by written consent. This change allows required approvals to be obtained through written consents from stockholders instead of relying solely on formal stockholder meetings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 10, 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.)

Sow Good Inc.

1440 N Union Bower Rd

Irving, TX 7506

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (214) 623-6055

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:

☐	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 240.13(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, par value $0.001 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 5.07 Submission of Matters to a Vote of Security Holders.

On August 10, 2026, Sow Good Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The final voting results with respect to the proposal voted upon at the Special Meeting are set forth below:

Proposal 1: To approve an amendment to the Company’s Certificate of Incorporation to allow stockholders to act by written consent (the “Charter Amendment”).

FOR		AGAINST		ABSTAIN
15,927,316		1,087		185

A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and incorporated by reference.

On August 10, 2026, the holders of a majority of the outstanding shares of the Company’s common stock executed a written consent approving the issuance of shares and other matters necessary to consummate the transactions contemplated by the share purchase agreement by and among the Company, SOWG Tanzania Inc., Ryzon Materials Limited, Uranex ESIP PTY Limited, Uranex Tanzania Limited, and Magnis Technologies Limited (the “Transaction”), along with approving the entry into alternative structures to otherwise effectuate and consummate the Transaction.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, a Schedule 14C information statement will be filed with the SEC and mailed or provided to stockholders of the Company.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
3.1		Amendment to Certificate of Incorporation, dated August 10, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

1

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.
Date: August 10, 2026	By:	/s/ Yisroel Goldberg
		Yisroel Goldberg
		Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 9.0 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB