SOWG 8-K
Sow Good Inc. (SOWG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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(b) of the Act:
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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 1.02. Termination of a Material Definitive Agreement.
This Item 1.02 incorporates by reference the information set forth in Item 8.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
This Item 2.03 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 28, 2025, Sow Good Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with related party holders of the Company’s outstanding promissory notes (the “Outstanding Notes”) with an aggregate principal amount of $2.7 million, maturity dates ranging from April 8, 2025 to August 23, 2025 and interest rates ranging from 6% to 8%. Pursuant to the Exchange Agreement, holders exchanged their Outstanding Notes for new senior convertible promissory notes (the “New Notes”) in an amount equal to $2.8 million, the aggregate principal amount of the Outstanding Notes, plus accrued and unpaid interest thereunder. The New Notes have a maturity date of April 30, 2030 and will pay interest semiannually in arrears on May 1 and November 1 beginning on November 1, 2025. At the Company’s election, interest payable on an interest payment date may be added to the principal amount of the New Note on the applicable interest payment date and will no longer be owed to holders of the New Notes. The New Notes are convertible at the election of the holders, in whole or in part, into shares of common stock based on a price per share equal to the average closing price of such common stock for the five trading days immediately prior to the execution of and entry into the New Notes, with such conversion prices ranging from $0.62 to $0.63. The New Notes are senior in right of payment to all existing and future debt obligations of the Company and will be secured by all existing and future assets of the Company. The New Notes are redeemable by the Company at any time upon ten days’ notice and at the option the holders for the principal amount thereof plus interest, beginning on January 1, 2025. The entry into the Exchange Agreement, and the transactions contemplated therein, including entering into the New Notes, were approved unanimously by the disinterested members of the Company’s board of directors, as well as the disinterested members of the Company’s audit committee, pursuant to the Company’s related party transaction policy.
The foregoing description of the New Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the New Notes, a form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
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10.1 |
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104 |
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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.
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SOW GOOD INC. |
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By: |
/s/ Claudia Goldfarb |
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Claudia Goldfarb |
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Chief Executive Officer
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Date: April 30, 2025 |
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THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.
SOW GOOD INC.
SENIOR CONVERTIBLE PROMISSORY NOTE
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$[•] |
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April 28, 2025 |
FOR VALUE RECEIVED, Sow Good Inc., a Delaware corporation (the “Company”), promises to pay to [•] (the “Holder”), or its registered assigns, the principal amount of [•] and 0/100ths dollars ($ [•]), or such greater or lesser amount as shall equal the outstanding principal amount hereof (the “Principal Amount”), together with simple interest from the date of this Senior Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to [•] percent ([•]%) per annum, computed on the basis of a 360-day year . Unless this Note is earlier converted in accordance with Section 5, all unpaid principal, together with any then accrued but unpaid interest and any other amounts payable hereunder, shall be due and payable on the earliest to occur of (A) fifteen days following the demand of Holder, which demand may not be made prior to (i) January 1, 2026, (ii) the closing of a Change of Control (as defined below) or (iii) the occurrence of an Event of Default (as defined below) and (B) April 30, 2030 (such earliest date is hereinafter referred to as “Maturity”). Any amounts due and payable hereunder at Maturity may be offset by amounts owed by Holder to the Company with the consent of the parties hereto.
The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, to which the Holder, by the acceptance of this Note, agrees:
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IN WITNESS WHEREOF, the Company has caused this Senior Subordinated Convertible Promissory Note to be executed by its duly authorized officer.
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SOW GOOD INC. |
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By: |
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Name: |
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Brendon Fischer |
Title: |
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Interim Chief Financial Officer |
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ACCEPTED AND AGREED TO BY HOLDER: |
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By: |
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Name: |
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Dated: |
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[Signature Page to Senior Convertible Note]