Sow Good Inc. Amends Bylaws, Modifies Security Holder Rights

TL;DR

**SOWG just changed its bylaws and security holder rights, watch for potential shifts in control or future corporate actions!**

AI Summary

Sow Good Inc. filed an 8-K on February 22, 2024, reporting events from February 15, 2024. The filing indicates material modifications to the rights of security holders and amendments to its Articles of Incorporation or Bylaws. The company, based in Irving, TX, operates in the food and kindred products industry.

Why It Matters

Changes to bylaws and security holder rights can significantly impact investor control and the company's operational flexibility, potentially affecting future strategic decisions and shareholder value.

Risk Assessment

Risk Level: medium — Modifications to security holder rights and bylaws can introduce uncertainty regarding corporate governance and investor influence.

Key Players & Entities

• Sow Good Inc. (company) — registrant
• February 15, 2024 (date) — date of earliest event reported
• February 22, 2024 (date) — filing date
• Delaware (company) — state of incorporation
• Irving, TX (company) — principal executive offices location

FAQ

Key Financial Figures

• $0.0001 — standing common stock, with a par value $0.0001 per share, converted into shares of the

Filing Documents

• sowg20240220_8k.htm (8-K) — 41KB
• ex_629499.htm (EX-2.1) — 30KB
• ex_629500.htm (EX-3.1) — 4KB
• ex_629501.htm (EX-3.2) — 11KB
• ex_629502.htm (EX-3.3) — 39KB
• ex_629503.htm (EX-3.4) — 203KB
• ex_629504.htm (EX-10.1) — 272KB
• ex_629505.htm (EX-10.2) — 64KB
• ex_629506.htm (EX-10.3) — 48KB
• ex_629507.htm (EX-10.4) — 58KB
• p01.jpg (GRAPHIC) — 153KB
• p02.jpg (GRAPHIC) — 140KB
• p03.jpg (GRAPHIC) — 141KB
• p04.jpg (GRAPHIC) — 138KB
• 0001437749-24-005227.txt ( ) — 1813KB
• sowg-20240215.xsd (EX-101.SCH) — 3KB
• sowg-20240215_def.xml (EX-101.DEF) — 11KB
• sowg-20240215_lab.xml (EX-101.LAB) — 15KB
• sowg-20240215_pre.xml (EX-101.PRE) — 11KB
• sowg20240220_8k_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. Effective February 15, 2024, Sow Good Inc. reincorporated to the State of Delaware from the State of Nevada under the name Sow Good Inc. ("Sow Good," "us," "our," or the "Company") pursuant to a plan of conversion (the "Plan of Conversion"), dated February 15, 2024 (the "Reincorporation"). The Reincorporation was effected by the Company filing (i) articles of conversion (the "Articles of Conversion") with the Secretary of State of the State of Nevada, (ii) a certificate of conversion (the "Certificate of Conversion") with the Secretary of State of the State of Delaware and (iii) a certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware. In connection with the Reincorporation the Company also adopted Amended and Restated Bylaws (the "Bylaws"). Previously, on January 9, 2024, the board of directors of the Company (the "Board") and certain stockholders who hold a majority of the aggregate issued and outstanding shares of the Company's voting stock (the "Voting Stockholders") took action by written consent to approve the Reincorporation. On January 25, 2024, the Company filed with the Securities and Exchange Commission (the "SEC") a Definitive Information Statement on Schedule 14C (the "Information Statement") to provide notice to the Company's stockholders of record of the Reincorporation. Upon effectiveness of the Reincorporation: the affairs of the Company ceased to be governed by the Nevada Revised Statutes, as amended, the Company's existing articles of incorporation and the Company's existing bylaws, and the affairs of the Company became subject to the Delaware General Corporation Law, as amended, the Certificate of Incorporation and the Bylaws; the shares of Sow Good's issued and outstanding common stock, with a par value $0.0001 per share, converted into shares of the equivalent class of the Company's Common Stock, each with a par v

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The information included in Item 3.03 hereof is incorporated by reference herein in its entirety.

01 Other Events

Item 8.01 Other Events Pursuant to the Information Statement, the Company adopted the Sow Good Inc. 2024 Stock Incentive Plan (the "2024 Plan") under which the Company may grant equity-based incentives through grants of awards to the eligible service providers in order to attract, motivate and retain the talent for which the Company competes. The Board and Voting Stockholders took action by written consent to approve the 2024 Plan. The 2024 Plan became effective as of the date of Reincorporation. Employees, directors, consultants and other third-party service providers generally are eligible to receive awards under the 2024 Plan. The 2024 Plan is administered by the Company's compensation committee of the Board, or in the case where no compensation committee exists, the Board, which may delegate its duties and responsibilities to the officers (referred to collectively as the "plan administrator"), subject to the limitations imposed under the 2024 Plan and applicable laws. The plan administrator has the authority to take all actions and make all determinations under the 2024 Plan, to interpret the 2024 Plan and award agreements, and to adopt, amend, and repeal rules for the administration of the 2024 Plan as it deems advisable. The plan administrator also has the authority to determine which eligible participants receive awards, grant awards, and set the terms and conditions of all awards under the 2024 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2024 Plan. The initial aggregate number of shares of the Company's common stock available for issuance under the 2024 Plan is equal to 3,000,000 shares of common stock including the number of reserved shares not issued or subject to outstanding grants under each of the prior incentive plans as of the effective date. The maximum number of shares that may be issued pursuant to the exercise of incentive stock options granted under the 2024 Plan is five ti

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibit is being filed herewith: Exhibit No. Description 2.1 Plan of Conversion, dated February 15, 2024 3.1 Articles of Conversion, as filed with the Secretary of State of the State of Nevada on February 15, 2024 3.2 Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on February 15, 2024 3.3 Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on February 15, 2024 3.4 Amended and Restated Bylaws, effective February 15, 2024 10.1 Sow Good Inc. 2024 Stock Incentive Plan 10.2 Form of Stock Option Agreement 10.3 Form of Restricted Stock Agreement 10.4 Form of RSU Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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 Name: Claudia Goldfarb Title: Chief Executive Officer Dated: February 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR