8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 15, 2024

SOW GOOD INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53952	27-2345075
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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

(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:

☐	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(g) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock	SOWG	OTCQB

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 1.01. Entry into a Material Definitive Agreement.

This Item 1.01 incorporates by reference the information set forth in Item 8.01.

Item 3.02 Unregistered Sales of Equity Securities.

This Item 3.02 incorporates by reference the information set forth in Item 8.01.

Item 8.01 Other Events.

On April 15, 2024, Sow Good Inc. (the “Company”) issued 2,186,250 shares of its common stock in connection with the exercise of warrants issued between December 2021 and May 2023 (the “Warrants”), with exercise prices varying from $2.21 to $2.60 (the “Warrant Exercise”). None of the Warrants were amended to allow for the Warrant Exercise. Each of the exercising holders of warrants (collectively, the “Holders”), received their warrants in connection with the incurrence by the Company of indebtedness pursuant to various tranches of promissory notes issued between December 2021 and May 2023 (collectively, the “Notes”). Each of the Holders agreed to amend certain of such Holder’s Notes (each, a “Notes Amendment”) for the partial prepayment of principal in an aggregate amount equal to the exercise price of such Holder’s Warrants, or otherwise elected to use a portion of the accrued but unpaid interest under such Holder’s Notes to pay the exercise price (together with the Notes Amendment, the “Warrant Exercise Transaction”). Certain of the Notes were repaid in full as a result of the Warrant Exercise Transaction and thereby did not need to be amended pursuant to the Notes Amendment. The net result of the Warrant Exercise Transaction was a reduction in the Company’s debt by $5,200,362.50, a reduction in accrued interest payable by $98,750.00 and a total issuance by the Company of 2,186,250 shares of common stock. The form of amendment to the promissory notes is attached hereto as Exhibit 10.1.

Certain of the Notes were fully repaid and the related debt discounts will be fully expensed as a loss on the extinguishment of debt, rather than included in interest, to be reflected in the unaudited quarterly financial statements of the Company for the second quarter of 2024. The Notes subject to the Notes Amendments were only partially repaid, and the ratable portion of the related debt discounts will be included as amortized interest expense in the unaudited quarterly financial statements of the Company for the second quarter of 2024. The remaining debt discounts will continue to be amortized as interest over the remaining term of the Notes. The Notes Amendments did not change any other terms of the Notes, and the present value of expected cash flows over the remaining life of the Notes remains substantially unchanged by the modification of the Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of Amendment to Promissory Note
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/ Claudia Goldfarb
		Claudia Goldfarb
		Chief Executive Officer
Date: April 19, 2024

EX-10.1

Exhibit 10.1

AMENDMENT TO

[_____] Promissory NOTE

This Amendment (this “Amendment”) to [___] Promissory Note dated as of [____] (the “Note”) is entered into as of April __, 2024 by and among Sow Good Inc., a Delaware corporation (the “Company”) and [_____] (“Holder”). The Company and Holder are sometimes collectively referred to herein as the “Parties.” Unless otherwise specified herein, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note.

RECITALS

WHEREAS, Holder would like to reduce the principal amount of the Note to pay for the exercise of certain warrants of Holder;

WHEREAS, the Company is seeking a waiver of any default under the Note for any lack of payment of interest required by the terms of the Note;

WHEREAS, and the Parties hereto wish to amend and modify the Note in furtherance thereof; and

WHEREAS, Section 5 of the Note provides that the Note may be amended only by the written consent of the Company and the Required Note Holders (as defined in the Note).

AGREEMENTS

NOW THEREFORE, the Parties agree as follows:

1.Effective immediately as of the date hereof, a portion of the principal amount of the Note shall be prepayed by the Company and the Note shall be deemed modified as, and to the fullest extent, necessary to reduce the outstanding principal amount of the Note to $[____].

2.Holder waives any default that may have occurred due to the nonpayment of interest under Section 2 of the Note (without waiving the obligation for the Company to pay such accrued and unpaid interest in the future, but in no instance later than the Maturity Date).

3.All other provisions, rights and obligations set forth in the Note shall remain unchanged

4.This Amendment may be executed in any number of counterparts (including, without limitation, facsimile counterparts), each which will be deemed an original, and all of which together shall constitute one instrument.

5.This Amendment, together with the Note, constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

SOW GOOD Inc.

By:

Name: Claudia Goldfarb

Title: Chief Executive Officer

Signature Page to Amendment to

Promissory Note

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

[HOLDER]

By:

Name:

Title:

Signature Page to Amendment to

Promissory Note

XML

Document and Entity Information	Apr. 15, 2024
Cover [Abstract]
Entity Registrant Name	SOW GOOD INC.
Document Type	8-K
Document Period End Date	Apr. 15, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	000-53952
Entity Tax Identification Number	27-2345075
Entity Address, Address Line One	1440 N Union Bower Rd
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75061
City Area Code	214
Local Phone Number	623-6055
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(g) Security	Common Stock
Trading Symbol	SOWG
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001490161