8-K
Sow Good Inc. (SOWG)
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): April 2, 2024
SOW GOOD INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53952 | 27-2345075 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
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:
| ☐ | 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 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock | SOWG | OTCQB |
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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On April 2, 2024, the Board of Directors (the “Board”) of Sow Good Inc. (the “Company”) appointed Brendon Fischer as the Company’s interim Chief Financial Officer (“CFO”), effective April 2, 2024.
Mr. Fischer was not selected as an executive officer pursuant to any arrangements or understandings with the Company or with any other person, there are no family relationships between Mr. Fischer and any director or executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K, and Mr. Fischer has no direct or indirect material interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.08. Shareholder Director Nominations.
On April 2, 2024 the Board established Thursday, May 30, 2024 as the date of the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Stockholders of record at the close of business on April 2, 2024 will be entitled to notice of and to vote at the Annual Meeting and adjournments or postponements thereof. The time, location and matters to be voted on at the Annual Meeting will be as set forth in the Company’s proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission (the “SEC”) prior to the Annual Meeting.
Stockholders who wish to have a proposal considered for inclusion in the Corporation’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must ensure that such proposal is received by the Company at its principal executive offices at 1440 N Union Bower Rd, Irving, TX 75061, on or before the close of business on April 12, 2024, which the Company has determined to be a reasonable time before it expects to begin printing and sending its proxy materials for the Annual Meeting.
In addition, to be considered timely under the advance notice provisions of the Company’s Amended and Restated Bylaws (the “Bylaws”), any stockholder who intends to bring business before the Annual Meeting outside of Rule 14a-8 or nominate a person for election as a director must ensure that written notice of such proposal or nomination (including all information specified in the Bylaws) is received the Company at the address specified above no later than the close of business on April 12, 2024. A copy of the Bylaws that includes these advance notice provisions and notice requirements was filed with the SEC as Exhibit 3.4 to the Company’s Current Report on Form 8-K on February 22, 2024.
| Item 8.01. Other Events. |
|---|
On April 2, 2024, the Company issues a press release announcing the appointment of Mr. Fischer as interim Chief Financial Officer of the Company. A copy of the press release is being furnished to the Securities and Exchange Commission and is attached as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Financial Statement and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release datedApril 2, 2024 |
| 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.
| SOW GOOD INC. | ||
|---|---|---|
| By: | /s/ Claudia Goldfarb | |
| Claudia Goldfarb | ||
| Chief Executive Officer | ||
| Date: April 2, 2024 |
ex_649234.htm
Exhibit 99.1
Sow Good Appoints Brendon Fischer as Interim Chief Financial Officer
IRVING, Texas, April 2, 2024 — Sow Good Inc. (OTCQB: SOWG) ("Sow Good" or “the Company”), a trailblazer in the freeze dried candy and treat industry, announced today that Brendon Fischer has been appointed as the Company’s interim chief financial officer (CFO), following the resignation of the Company’s former CFO, Keith Terreri. Fischer’s appointment is effective as of April 2, 2024.
Fischer first joined the Sow Good team in June 2023, bringing over 20 years of leadership experience in financial analysis, shareholder communications, and regulatory compliance with public and private companies. His previous company coverage spans several industries, including food and beverage, consumer, packaging, healthcare, energy, technology, and gaming.
Before joining Sow Good, Fischer served as the chief investment officer, managing director, and chief compliance officer of Fischer Capital Management, an investment advisory firm he founded in 2018. He was previously an assistant investment officer and portfolio manager at Rocky Mountain Advisors, managing a $1.3 billion publicly traded fund formerly known as the Boulder Growth & Income Fund (NYSE: STEW). Prior to these roles, he spent over a decade analyzing and maintaining equity and debt research coverage of public and private companies at H.I.G. WhiteHorse and Ulland Investment Advisors, with an early focus on small cap growth companies.
Fischer holds a Master of Business Administration from the McCombs School of Business at the University of Texas at Austin. He is also an active CFA charterholder and a member of the Dallas Fort Worth CFA Society.
“Brendon has been instrumental as we continue progressing our strategic growth initiatives to meet the robust demand in the freeze dried candy space,” said Sow Good’s Executive Chairman, Ira Goldfarb. “With his existing knowledge of Sow Good’s business model and decades of financial experience, we are confident in his abilities to support us through this transition. We would like to thank Keith for his time at Sow Good and wish him all the best in his future endeavors.”
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 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 involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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.
About Sow Good Inc.
Sow Good Inc. (OTCQB: SOWG) is a trailblazing U.S.-based freeze dried candy and snack manufacturer dedicated to providing consumers with innovative and explosively flavorful freeze dried treats. Sow Good has harnessed the power of our proprietary freeze drying technology and product-specialized manufacturing facility to transform traditional candy into a novel and exciting everyday confectionaries subcategory that we call freeze dried candy. Sow Good is dedicated to building a company that creates good experiences for our customers and growth for our investors and employees through our core pillars: (i) innovation; (ii) scalability; (iii) manufacturing excellence; (iv) meaningful employment opportunities; and (v) food quality standards. To purchase Sow Good online or learn more, visit www.thisissowgood.com (http://www.thisissowgood.com/) and follow @thisissowgood on TikTok, Instagram, YouTube, and Facebook.
Sow Good Investor Inquiries:
Cody Slach or Jackie Keshner
Gateway Group, Inc.
1-949-574-3860
SOWG@gateway-grp.com
Sow Good Media Inquiries:
Sow Good, Inc.
1-214-623-6055
pr@sowginc.com