8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 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): March 25, 2026

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

Not

applicable

(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 (see General Instruction A.2. below):

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 5.03 Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.

On March 30, 2026, the Company amended its Certificate of Incorporation to increase the authorized shares of Common Stock to up to 1,000,000,000 (the “Certificate of Incorporation Amendment”).

The certificate of amendment to the Company’s Certificate of Incorporation is filed herewith as Exhibit 3.1, and any description above is qualified in its entirety by the text of the amendment to the Certificate of Incorporation.

Item 5.07 Submission of Matters to a Vote ofSecurity Holders

On March 25, 2026, the actions approved through written consent (the “Stockholder Consent”) of stockholders holding 50.7% of all outstanding shares of common stock of the Company (the “Common Stock”) as of the specified record date entitled to vote (the “Majority Stockholders”) became effective. The Majority Stockholders approved:

Pursuant to Section14(c) of the Securities Exchange Act of 1934 (the “Exchange Act”), on February 13, 2026, the Company filed a preliminary Information Statement (the “Preliminary Schedule 14(c)”) and, on February 23, 2026, the Company filed a definitive Information Statement (the “Definitive Schedule 14(c)”) notifying the actions of the Stockholder Consent. On March 5, 2026, the Company mailed the Definitive Schedule 14(c) to the stockholders. Pursuant to Rule 14c-2(b) promulgated by the SEC under the Exchange Act, the actions approved by the Majority Stockholders can become effective starting on March 25, 2026, which is 20 days from the date of mailing or furnishing the definitive information statement to the stockholders.

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Item9.01. Financial Statements and Exhibits.

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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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Exhibit 3.1

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOW GOOD INC.

Sow Good Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

A. The Corporation was originally incorporated under the name Ante5, Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Nevada on April 23, 2010. The Corporation changed its name to Black Ridge Oil & Gas, Inc. on March 30, 2012, and subsequently changed its name to Sow Good Inc. on January 8, 2021. On February 15, 2024, the Corporation reincorporated in the State of Delaware.

B. This Amended and Restated Certificate of Incorporation (the “Restated Certificate”), which amends, restates and further integrates the certificate of incorporation of the Corporation as heretofore in effect, has been approved by the Board of Directors of the Corporation (the “Board of Directors”) in accordance with Sections 242 and 245 of the DGCL, and has been adopted by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL.

C. Article IV of the Certificate of Incorporation is hereby amended to replace paragraph A in its entirety with the following:

“A. Classes of Stock. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is one billion and twenty million (1,020,000,000), of which (i) one billion (1,000,000,000) shares shall be common stock, par value of $0.001 per share (the “Common Stock”), and (ii) twenty million (20,000,000) shares shall be Preferred Stock, $0.001 par value per share (the “Preferred Stock”). The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock, voting together as a single class, without the vote of the holders of Preferred Stock, unless a separate, additional vote of the holders of Preferred Stock, or of any series thereof, is expressly required pursuant to the Preferred Stock Designation (as defined below) established by the board of directors of the Corporation (the “Board”).”

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged on March 30, 2026.