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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): April 17, 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 3.03 | Material Modification to Rights of
Security Holders. |
The information disclosed under Item 5.03 of this Current Report on
Form 8-K is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
On April 17, 2026, Sow Good Inc. (the “Company”) filed
a certificate of amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) with the Secretary
of State of the State of Delaware, to implement the Reverse Stock Split (as defined below) as described below in Item 8.01, as approved
on February 12, 2026 by stockholders representing a majority of the Company’s voting power, and by the Company’s board of
directors on April 10, 2026. The Charter Amendment and the Reverse Stock Split will become effective as of 5:00 p.m. ET on April 23, 2026.
The foregoing description of the Charter Amendment is a summary of the material terms thereof, and does not purport to be complete and
is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed with this Current Report on Form 8-K
as Exhibit 3.1 and is incorporated herein by reference.
Reverse Stock Split
On April 17, 2026, the Company announced a one-for-fifteen reverse
stock split of all the outstanding shares of its common stock (the “Reverse Stock Split”), effective after the close of business
on April 23, 2025. As a result of the Reverse Stock Split, there will be 20,053,424 shares of common stock of the Company issued and outstanding
immediately after the Reverse Stock Split. All fractional shares of common stock that would result from the Reverse Stock Split will be
rounded up to the nearest whole share.
In connection with the Reverse Stock Split, the total
number of shares of common stock available under, as well as the number of shares underlying each outstanding equity award under the Company’s
2020 Stock Incentive Plan and 2024 Stock Incentive Plan will be adjusted on a fifteen-to-one basis.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 3.1 |
|
Amendment to Certificate of Incorporation, dated as of April 17, 2026. |
| 99.1 |
|
Press Release issued by Sow Good Inc., dated April 17, 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.
| Date: April 17, 2026 |
SOW
GOOD INC. |
| |
|
|
| |
By: |
/s/
Yisroel Goldberg |
| |
|
Yisroel Goldberg |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Sow Good Inc. Announces Reverse Stock Spit
Irving, TX – April 17, 2026 — Sow Good Inc. (NASDAQ: SOWG), a freeze-dried food and candy manufacturer, announced today that its Board of Directors has approved a 15-to-1 reverse stock split (the “reverse stock split”), of its common stock, par value $0.001 (the “Common Stock”), effective at 5:00 pm Eastern Time on April 23, 2026 (the “Effective Time”). Beginning on April 24, 2026, at the commencement of trading, the Common Stock will trade on a split-adjusted basis. The reverse stock split was approved by written consent of the Company’s stockholders holding a majority of the voting power of the Company on February 12, 2026, and by the Board of Directors of the Company on April 10, 2026, and is being implemented for the purpose of regaining compliance with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2).
The Common Stock will continue to trade under the existing ticker symbol “SOWG,” with the new CUSIP 84612H 304. As of the Effective Time, every fifteen (15) shares of the Company’s issued and outstanding Common Stock will be combined and reclassified into one share of Common Stock. The reverse stock split will affect all holders of Common Stock uniformly and each stockholder will hold the same percentage of Common Stock outstanding immediately following the reverse stock split as that stockholder held immediately prior to the reverse stock split, except for adjustments to round up to the nearest whole share.
No stockholder will hold fractional shares of Common Stock following the reverse stock split. Rather, any fractional shares of Common Stock that would have resulted from the reverse stock split will be rounded up to the nearest whole share.
Registered stockholders holding pre-reverse stock split shares of Common Stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares of Common Stock. Those stockholders who hold their shares of Common Stock in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split. As of the date of this press release the Company has 300,801,347 shares outstanding. Following the reverse stock split the Company will have 20,053,424 shares outstanding, subject to any rounding up for fractional shares.
About Sow Good Inc.
Sow Good Inc. (NASDAQ: SOWG) is a U.S.-based consumer packaged goods company that pioneered the freeze dried candy category. Since commencing commercial sales in the first quarter of 2023, Sow Good developed and scaled a proprietary freeze drying manufacturing operation dedicated to transforming traditional candy and snacks into novel, intensely flavorful treats it markets under the “hyper dried, hyper crunchy, hyper flavorful” brand positioning.
Forward-Looking Statements
This press release contains forward-looking statements. Statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the offering, expected growth, and future capital expenditures, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements contained in this press release include, but are not limited to statements about: (a) our new management and Board of Directors’ ability to execute our business strategy, maintain effective internal controls, and manage our operations; (b) our ability to provide shareholder value through strategic alternatives, including potential partnerships, acquisitions and corporate transactions; (c) our ability to obtain the benefits of our recent private placement and strategic asset sale; (d) the continued market for freeze-dried candy; (e) our ability to compete successfully in the highly competitive industry in which we operate; (f) our ability to maintain and enhance our brand; (g) our ability to successfully implement our growth strategies related to launching new products and enter new markets; (h) the effectiveness and efficiency of our marketing programs; (i) our ability to manage current operations and to manage future growth effectively; (j) our future operating performance; (k) our ability to attract new customers or retain existing customers; (l) our ability to protect and maintain our intellectual property; (m) the government regulations to which we are subject; (n) our ability to maintain adequate liquidity to meet our financial obligations; (o) failure to obtain sufficient sales and distributions for our freeze dried product offerings; (p) the potential for supply chain disruption and delay; (q) the potential for transportation, labor, and raw material cost increases; (r) our expectations with our new retail wins; (s) our ability to realize the cost savings from our facility consolidations and operational efficiency measures; (t) the ability of the Company to meet Nasdaq’s continued listing standards and Nasdaq’s willingness to grant any extensions to regain compliance or delist the Company and (u) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025. All information provided in this release is as of the date hereof and we undertake no duty to update this information except as required by law.
