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
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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 8.01. Other Events.
On May 2, 2024 Sow Good Inc. (the “Company”) issued a press release announcing the pricing of its registered underwritten public offering of 1,200,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”), at a price of $10.00 per share. In addition, the Company granted the underwriters a 30-day option to purchase up to 180,000 additional shares of Common Stock and issued to the underwriters warrants to purchase 120,000 shares of Common Stock. The offering is expected to yield approximately $12 million in gross proceeds and is expected to close May 6, 2024, subject to customary closing conditions. On May 1, 2024, the Company received approval to list its common stock on the Nasdaq Capital Market stock exchange (“Nasdaq”). Trading on Nasdaq is expected to commence on May 2, 2024. Shareholders are not required to take any action as a result of the uplisting, and the Company's ticker symbol “SOWG” will remain unchanged. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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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: May 2, 2024 |
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