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): June 13, 2025

SOW GOOD INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 13, 2025, Sow Good Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Company stockholders:

(i) Re-elected the board of directors of the Company (the “Board”), each to serve a term of one-year until the Company’s 2026 annual meeting of stockholders;

(ii) Approved an amendment to the Company's Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-3;

(iii) Ratified the appointment of Urish Popeck & Co., LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025;

(iv) Approved, on an advisory vote, named executive officer compensation; and

(v) Approved the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of proposal 2.

The total number of outstanding shares entitled to vote at the Annual Meeting as of the April 21, 2025 record date was 11,383,060. A total of 7,399,639 shares of common stock were present in person or by proxy at the Annual Meeting, representing approximately 65% of the shares entitled to vote at the Annual Meeting.

Below are the results of the voting on the proposals voted on at the Annual Meeting:

PROPOSAL 1: Re-election of the directors to the Board to hold office for a one-year term until the 2025 annual meeting of stockholders:

PROPOSAL 2: Approval of an amendment to the Company's Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-3;

PROPOSAL 3: Ratification of appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

PROPOSAL 4: Advisory vote on named executive officer compensation:

PROPOSAL 5: Adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of proposal 2:

(d) Exhibits

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.