Form 8-K - Groowe Newsroom

8-K — Sow Good Inc.

Accession: 0001829126-26-003615

Filed: 2026-04-17

Period: 2026-04-17

CIK: 0001490161

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — sowgood_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (sowgood_ex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (sowgood_ex99-1.htm)

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2026-04-17

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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 ☐

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.

Item 8.01 Other Events.

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

Chief

Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: sowgood_ex3-1.htm · Sequence: 2

Exhibit

3.1

SECOND

CERTIFICATE OF AMENDMENT

CERTIFICATE

OF INCORPORATION

SOW

GOOD INC.

The

undersigned, for purposes of amending the Certificate of Incorporation, as amended (the “Certificate”) of Sow

Good Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

does hereby certify as follows:

FIRST:

The Certificate of Incorporation of the Company was originally filed with the Secretary of State of the State of Delaware on February

15, 2024 under the name of the Company, and subsequently amended by the Certificate of Amendment of the Certificate of Incorporation

filed with the Secretary of State of the State of Delaware on March 30, 2026 (as amended, the “Certificate of Incorporation”).

SECOND:

Article IV of the Certificate of Incorporation is hereby further amended to add the following as paragraph D:

“D.

Stock Split. Effective immediately upon the effectiveness of the Certificate of Amendment adding this paragraph to Article IV of this

Certificate of Incorporation (the “Effective Time”), each two (2) to ninety-nine (99) shares of Common Stock that are issued

and outstanding immediately prior to the Effective Time shall be reclassified and combined into one (1) validly issued, fully paid and

non-assessable share of Common Stock, with the exact ratio within such range to be determined by the Board of Directors prior to the

Effective Time and publicly announced by the Corporation, subject to the treatment of fractional share interests as described below (the

“Reverse Stock Split”). The Reverse Stock Split shall occur automatically without any further action by the Corporation or

its stockholders and whether or not any certificate representing such shares immediately prior to the Effective Time (the “Old

Certificate”) is surrendered to the Corporation. The Reverse Stock Split shall also apply to any outstanding securities or rights

convertible into, or exchangeable or exercisable for, Common Stock. The Reverse Stock Split shall be effected on a certificate-by-certificate

basis and no fractional shares shall be issued upon the reclassification and combination. In lieu of any fractional shares to which the

holder would otherwise be entitled, the Corporation shall pay an amount of cash equal to the product of (i) the fractional share to which

the holder would otherwise be entitled and (ii) the then fair value of a share as determined in good faith by the Board of Directors.

Following the Effective Time, each Old Certificate shall thereafter represent that number of shares of Common Stock into which the shares

of Common Stock represented by the Old Certificate shall have been reclassified and combined, subject to the elimination of fractional

share interests as described above, until such time as such Old Certificate has been surrendered to the Corporation.”

E. On

April 10, 2026, the Board of Directors of the Corporation determined that each fifteen (15) shares of the Corporation’s common

stock, par value $0.001 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time, shall

automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, pursuant

to the amendment set forth in this Certificate of Amendment.

THIRD:

The foregoing amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the

DGCL.

FOURTH:

Except as herein amended, the Certificate of Incorporation, as amended herein, shall remain in full force and effect.

FIFTH:

This Certificate of Amendment, and the amendment to the Certificate of Incorporation contained herein, shall be effective at 5:00 p.m.,

Eastern Time, on April 23, 2026.

WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on this seventeenth

day of April 2026.

SOW

GOOD INC.

/s/ Yisroel

Goldberg

Yisroel

Goldberg

Chief

Executive Officer, Chief Financial Officer and

Director

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: sowgood_ex99-1.htm · Sequence: 3

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.

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