UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Sow Good Inc.
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:
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 240.13(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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 August 10, 2026, Sow Good Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The final voting results with respect to the proposal voted upon at the Special Meeting are set forth below:
Proposal 1: To approve an amendment to the Company’s Certificate of Incorporation to allow stockholders to act by written consent (the “Charter Amendment”).
| FOR | AGAINST | ABSTAIN | ||
| 15,927,316 | 1,087 | 185 |
A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and incorporated by reference.
On August 10, 2026, the holders of a majority of the outstanding shares of the Company’s common stock executed a written consent approving the issuance of shares and other matters necessary to consummate the transactions contemplated by the share purchase agreement by and among the Company, SOWG Tanzania Inc., Ryzon Materials Limited, Uranex ESIP PTY Limited, Uranex Tanzania Limited, and Magnis Technologies Limited (the “Transaction”), along with approving the entry into alternative structures to otherwise effectuate and consummate the Transaction.
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, a Schedule 14C information statement will be filed with the SEC and mailed or provided to stockholders of the Company.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 3.1 | Amendment to Certificate of Incorporation, dated August 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document |
1
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. | ||
| Date: August 10, 2026 | By: | /s/ Yisroel Goldberg |
| Yisroel Goldberg | ||
|
Chief Executive Officer | ||
2
Exhibit 3.1
THIRD CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
SOW GOOD INC.
The undersigned, for purposes of amending the certificate of incorporation of Sow Good Inc., a corporation organized and existing under and by virtue of the General Corporation Law (the “DGCL”) of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The certificate of incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on February 15, 2024 under the name of the Corporation, and subsequently amended by (i) that certain Certificate of Amendment of the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 30, 2026 and (ii) that certain Certificate of Amendment of the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 17, 2026 (as amended, the “Certificate of Incorporation”).
SECOND: Article V of the Certificate of Incorporation is hereby amended to replace paragraph C in its entirety with the following:
“C. Action by Stockholders. Any action which is required or permitted to be taken by the Corporation’s stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of the Corporation’s stock entitled to vote thereon were present and voted.”
THIRD: The foregoing amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FOURTH: Except as amended herein, the Certificate of Incorporation shall remain in full force and effect.
FIFTH: This Certificate of Amendment, and the amendment to the Certificate of Incorporation contained herein, shall be effective upon the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on this 10th day of August 2026.
| By: | /s/ Yisroel Goldberg | |
| Yisroel Goldberg, Chief Executive Officer |