Sow Good Inc. Files 8-K for Material Agreement
Ticker: SOWG · Form: 8-K · Filed: Apr 19, 2024 · CIK: 1490161
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
TL;DR
Sow Good Inc. filed an 8-K detailing a material agreement and equity sales.
AI Summary
Sow Good Inc. announced on April 15, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and other events. This filing follows a period where the company was formerly known as Black Ridge Oil & Gas, Inc. and ante5, Inc.
Why It Matters
This 8-K filing indicates significant corporate activity, including a material definitive agreement and equity sales, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.
Key Numbers
- 000-53952 — SEC File Number (Identifies the company's filing with the SEC.)
- 27-2345075 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Sow Good Inc. (company) — Registrant
- Black Ridge Oil & Gas, Inc. (company) — Former company name
- ante5, Inc. (company) — Former company name
- April 15, 2024 (date) — Date of earliest event reported
- 000-53952 (other) — SEC File Number
- 27-2345075 (other) — IRS Employer Identification No.
FAQ
What is the nature of the Material Definitive Agreement?
The filing does not specify the details of the Material Definitive Agreement, only that one was entered into on or before April 15, 2024.
What were the terms of the unregistered sales of equity securities?
The filing mentions unregistered sales of equity securities but does not provide specific details regarding the number of shares, price, or purchasers.
When was the company formerly known as Black Ridge Oil & Gas, Inc.?
The company's name was changed from Black Ridge Oil & Gas, Inc. on April 3, 2012.
What is the principal executive office address for Sow Good Inc.?
The principal executive offices are located at 1440 N Union Bower Rd, Irving, TX 75061.
What is the SIC code for Sow Good Inc.?
The Standard Industrial Classification (SIC) code for Sow Good Inc. is 2000, which falls under FOOD & KINDRED PRODUCTS.
Filing Stats: 798 words · 3 min read · ~3 pages · Grade level 10.4 · Accepted 2024-04-19 08:45:58
Key Financial Figures
- $2.21 — ts"), with exercise prices varying from $2.21 to $2.60 (the "Warrant Exercise"). None
- $2.60 — h exercise prices varying from $2.21 to $2.60 (the "Warrant Exercise"). None of the W
- $5,200,362 — as a reduction in the Company's debt by $5,200,362.50, a reduction in accrued interest pay
- $98,750.00 — eduction in accrued interest payable by $98,750.00 and a total issuance by the Company of
Filing Documents
- sowg-20240415.htm (8-K) — 52KB
- sowg-ex10_1.htm (EX-10.1) — 23KB
- 0000950170-24-045722.txt ( ) — 183KB
- sowg-20240415.xsd (EX-101.SCH) — 23KB
- sowg-20240415_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. This Item 1.01 incorporates by reference the information set forth in Item 8.01.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. This Item 3.02 incorporates by reference the information set forth in Item 8.01.
01 Other Events
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 una
Financial Statements and Exhibits
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
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