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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Sow Good Inc. 10-K 12/31/23 93:11M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.56M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 24K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 38K
6: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 39K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
12: R1 Document And Entity Information HTML 93K
13: R2 Balance Sheets HTML 132K
14: R3 Balance Sheets (Parentheticals) HTML 52K
15: R4 Statements of Operations HTML 105K
16: R5 Statements of Operations (Parentheticals) HTML 25K
17: R6 Statement of Stockholders' Equity HTML 83K
18: R7 Statements of Cash Flows HTML 129K
19: R8 Note 1 - Organization and Nature of Business HTML 31K
20: R9 Note 2 - Summary of Significant Accounting HTML 73K
Policies
21: R10 Note 3 - Going Concern HTML 31K
22: R11 Note 4 - Related Party HTML 67K
23: R12 Note 5 - Fair Value of Financial Instruments HTML 48K
24: R13 Note 6 - Inventory HTML 40K
25: R14 Note 7 - Prepaid Expenses HTML 38K
26: R15 Note 8 - Property and Equipment HTML 44K
27: R16 Note 9 - Leases HTML 70K
28: R17 Note 10 - Notes Payable, Related Parties HTML 103K
29: R18 Note 11 - Notes Payable HTML 69K
30: R19 Note 12 - Stockholders' Equity HTML 38K
31: R20 Note 13 - Options HTML 92K
32: R21 Note 14 - Warrants HTML 53K
33: R22 Note 15 - Earnings Per Share HTML 47K
34: R23 Note 16 - Income Taxes HTML 67K
35: R24 Note 17 - Subsequent Events HTML 48K
36: R25 Insider Trading Arrangements HTML 34K
37: R26 Significant Accounting Policies (Policies) HTML 119K
38: R27 Note 2 - Summary of Significant Accounting HTML 32K
Policies (Tables)
39: R28 Note 4 - Related Party (Tables) HTML 44K
40: R29 Note 5 - Fair Value of Financial Instruments HTML 42K
(Tables)
41: R30 Note 6 - Inventory (Tables) HTML 37K
42: R31 Note 7 - Prepaid Expenses (Tables) HTML 38K
43: R32 Note 8 - Property and Equipment (Tables) HTML 41K
44: R33 Note 9 - Leases (Tables) HTML 70K
45: R34 Note 10 - Notes Payable, Related Parties (Tables) HTML 107K
46: R35 Note 11 - Notes Payable (Tables) HTML 68K
47: R36 Note 13 - Options (Tables) HTML 74K
48: R37 Note 14 - Warrants (Tables) HTML 43K
49: R38 Note 15 - Earnings Per Share (Tables) HTML 47K
50: R39 Note 16 - Income Taxes (Tables) HTML 60K
51: R40 Note 2 - Summary of Significant Accounting HTML 77K
Policies (Details Textual)
52: R41 Note 2 - Summary of Significant Accounting HTML 36K
Policies - Property and Equipment Life Expectancy
(Details)
53: R42 Note 3 - Going Concern (Details Textual) HTML 47K
54: R43 Note 4 - Related Party (Details Textual) HTML 232K
55: R44 Note 4 - Related Party - Summary of Stock Sales by HTML 46K
Related Parties (Details)
56: R45 Note 5 - Fair Value of Financial Instruments - HTML 38K
Financial Instruments at Fair Value on a Recurring
Basis (Details)
57: R46 Note 5 - Fair Value of Financial Instruments - HTML 32K
Financial Instruments at Fair Value on a Recurring
Basis (Details) (Parentheticals)
58: R47 Note 6 - Inventory (Details Textual) HTML 30K
59: R48 Note 6 - Inventory - Schedule of Inventory HTML 35K
(Details)
60: R49 Note 7 - Prepaid Expenses - Prepaid Expenses HTML 39K
(Details)
61: R50 Note 8 - Property and Equipment (Details Textual) HTML 35K
62: R51 Note 8 - Property and Equipment - Property and HTML 43K
Equipment (Details)
63: R52 Note 9 - Leases (Details Textual) HTML 51K
64: R53 Note 9 - Leases - Components of Lease Expense HTML 26K
(Details)
65: R54 Note 9 - Leases - Supplemental Balance Sheet HTML 36K
Information (Details)
66: R55 Note 9 - Leases - Supplemental Cash Flow and Other HTML 28K
Information (Details)
67: R56 Note 9 - Leases - Future Minimum Lease Payments HTML 38K
(Details)
68: R57 Note 10 - Notes Payable, Related Parties (Details HTML 32K
Textual)
69: R58 Note 10 - Notes Payable, Related Parties - Notes HTML 79K
Payable, Related Parties (Details)
70: R59 Note 10 - Notes Payable, Related Parties - Notes HTML 171K
Payable, Related Parties (Details)
(Parentheticals)
71: R60 Note 10 - Notes Payable, Related Parties - HTML 34K
Warrants Value, Option Pricing Model (Details)
72: R61 Note 11 - Notes Payable (Details Textual) HTML 32K
73: R62 Note 11 - Notes Payable - Notes Payable (Details) HTML 46K
74: R63 Note 11 - Notes Payable - Notes Payable (Details) HTML 66K
(Parentheticals)
75: R64 Note 11 - Notes Payable - Warrants Value, Option HTML 34K
Pricing Model (Details)
76: R65 Note 11 - Notes Payable - Summary of Interest HTML 42K
Expense on Notes Payable (Details)
77: R66 Note 12 - Stockholders' Equity (Details Textual) HTML 71K
78: R67 Note 13 - Options (Details Textual) HTML 207K
79: R68 Note 13 - Options - Schedule of Options HTML 41K
Outstanding and Exercisable (Details)
80: R69 Note 13 - Options - Options Activity (Details) HTML 48K
81: R70 Note 14 - Warrants (Details Textual) HTML 107K
82: R71 Note 14 - Warrants - Warrant Activity (Details) HTML 39K
83: R72 Note 15 - Earnings Per Share - Summary of Earnings HTML 38K
Per Share (Details)
84: R73 Note 15 - Earnings Per Share - Summary of Stock HTML 34K
Options and Warrants Outstanding (Details)
85: R74 Note 16 - Income Taxes (Details Textual) HTML 29K
86: R75 Note 16 - Income Taxes - Effective Income Tax HTML 41K
Reconciliation (Details)
87: R76 Note 16 - Income Taxes - Schedule of Deferred Tax HTML 50K
Assets and Liabilities (Details)
88: R77 Note 17 - Subsequent Events (Details Textual) HTML 89K
90: XML IDEA XML File -- Filing Summary XML 175K
93: XML XBRL Instance -- sowg20221231_10k_htm XML 2.44M
89: EXCEL IDEA Workbook of Financial Report Info XLSX 172K
8: EX-101.CAL XBRL Calculations -- sowg-20231231_cal XML 168K
9: EX-101.DEF XBRL Definitions -- sowg-20231231_def XML 1.75M
10: EX-101.LAB XBRL Labels -- sowg-20231231_lab XML 1.19M
11: EX-101.PRE XBRL Presentations -- sowg-20231231_pre XML 1.78M
7: EX-101.SCH XBRL Schema -- sowg-20231231 XSD 253K
91: JSON XBRL Instance as JSON Data -- MetaLinks 466± 744K
92: ZIP XBRL Zipped Folder -- 0001437749-24-009065-xbrl Zip 484K
Exhibit 4.2
DESCRIPTION OF SECURITIES
General
Our Articles of Incorporation authorize us to issue up to 520,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share, of which 5,603,083 shares of common stock and no shares of preferred stock were issued and outstanding as of September 30, 2023. Our Articles of Incorporation provide that the affirmative vote of the holders of a majority of the then-outstanding shares of common stock is required to increase or decrease number of authorized shares, as described below.
Common Stock
Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders. Our holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to receive ratably such dividends as may be declared by our Board of Directors (the “Board”) out of funds legally available therefor, which may be paid in cash, property, or in shares of the Company’s capital stock. Upon liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, the holders of common stock are entitled to receive their ratable share of the net assets of the Company legally available for distribution after payment of all debts and other liabilities. There are no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock.
Dividends
We have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable future. The payment of dividends will be subject to the discretion of our Board and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board, based upon the board’s assessment of our financial condition and performance, earnings, need for funds, capital requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences, restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.
Preferred Stock
The shares of preferred stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board. The Board is expressly vested with the authority to determine and fix in the resolution or resolutions providing for the issuances of all or any of the remaining preferred stock the voting powers, designations, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Delaware.
Number of Directors; Vacancies; Removal
Our Amended and Restated Bylaws (the “Bylaws”) provide that only our Board may increase or decrease the number of directors. Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until the next annual election and until his successor is duly elected and qualified. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of stockholders called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the stockholder.
Our Bylaws provide that any director or directors of the corporation may be removed from office at any time, but only for cause and by the vote or written consent of stockholders representing not less than a majority of the issued and outstanding capital stock entitled to voting power.
Authorized Shares
The affirmative vote of the holders of a majority of the then-outstanding shares of common stock is required to increase or decrease the aggregate number of shares or the number of shares of any class we have authority to issue. Issuance of such a new class or series could, depending upon the terms of the class or series, delay, defer, or prevent a change of control of the Company.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our Bylaws contain advance notice provisions that a stockholder must follow if it intends to bring business proposals or director nominations, as applicable, before a meeting of stockholders. These provisions may preclude our stockholders from bringing matters before the annual meeting of stockholders or from making nominations at the annual meeting of stockholders.
No Cumulative Voting
Holders of our common shares do not have cumulative voting rights in the election of directors. The absence of cumulative voting may make it more difficult for stockholders owning less than a majority of our common shares to elect any directors to our Board.
Anti-Takeover Provisions
Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of our shares of common stock will be able to elect all of our directors. A special meeting of stockholders may only be called by the Chairman of the Board, the Chief Executive Officer or the Executive Chairman of the Company or a majority of our Board. Our Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors. Our Certificate of Incorporation and Bylaws grant the Board the power to adopt, amend or repeal the Bylaws.
The foregoing provisions will make it more difficult for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.
These provisions are intended to: facilitate our continued product innovation and the risk-taking that it requires; permit us to continue to prioritize our long-term goals rather than short-term results; and enhance the likelihood of continued stability in the composition of our board of directors and its policies. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition attempt and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.
Choice of Forum
Our Articles of Incorporation provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any stockholder (including a beneficial owner of stock) to bring: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of, or claim based on, breach of a fiduciary duty owed by any of our directors, officers, employees, agents or stockholders to us or to our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, the Charter or the Bylaws; (iv) any action to interpret, apply, enforce or determine the validity of the Charter or Bylaws; or (v) any action asserting a claim against us governed by the internal affairs doctrine. Our Charter also provides the, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any claims for which federal courts have exclusive jurisdiction.
Limitations on Liability and Indemnification of Officers and Directors
Our Articles of Incorporation provide that no director or officer will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, except as required by applicable law, as in effect from time to time. Currently, Delaware law requires that liability be imposed for the following:
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any breach of the director’s duty of loyalty to our company or our stockholders; |
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any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law; |
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and |
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any transaction from which the director derived an improper personal benefit. |
As a result, neither we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above.
Our Bylaws provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer or trustee. We will reimburse the expenses, including attorneys’ fees, incurred by a person indemnified by this provision. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Empire Stock Transfer.
Trading Symbol and Market
Our common stock is quoted on the OTCQB under the symbol “SOWG.”
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/22/24 | 8-K | ||
| For Period end: | 12/31/23 | 5 | ||
| 9/30/23 | 10-Q | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/24 Sow Good Inc. S-1/A 3:3.2M Donnelley … Solutions/FA 4/22/24 Sow Good Inc. S-1/A 5:3.6M Donnelley … Solutions/FA 4/16/24 Sow Good Inc. S-1/A 5:3.2M Donnelley … Solutions/FA 3/27/24 Sow Good Inc. S-1/A 90:10M RDG Filings/FA |