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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 Sow Good Inc. 8-K:1,3,9 4/25/23 13:390K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 31K
2: EX-4.1 Form of April 23 Common Stock Warrant HTML 60K
3: EX-10.1 Note and Warrant Purchase Agreement, Dated April HTML 70K
25, 2023
4: EX-10.2 Form of April 2023 Promissory Note HTML 36K
8: R1 Cover HTML 44K
11: XML IDEA XML File -- Filing Summary XML 12K
9: XML XBRL Instance -- sowgood_8k_htm XML 15K
10: EXCEL IDEA Workbook of Financial Reports XLSX 8K
6: EX-101.LAB XBRL Labels -- sowg-20230425_lab XML 97K
7: EX-101.PRE XBRL Presentations -- sowg-20230425_pre XML 64K
5: EX-101.SCH XBRL Schema -- sowg-20230425 XSD 13K
12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
13: ZIP XBRL Zipped Folder -- 0001683168-23-002807-xbrl Zip 52K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 25, 2023
(Exact name of registrant as specified in its charter)
| i Nevada | i 000-53952 | i 27-2345075 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: i (214) i 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:
Securities registered pursuant to Section 12(g) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| i Common Stock | i 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).
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 1.01 Entry into a Material Definitive Agreement.
On April 25, 2023, Sow Good Inc., a Nevada corporation (the “Company”) closed a private placement (the “Offering”) and concurrently entered into a Note and Warrant Purchase Agreement (the “Purchase Agreement”) with multiple accredited investors (the “Purchasers”) to sell and issue to the Purchasers in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, (i) an aggregate of up to $1,500,000 in the April 2023 Promissory Notes (the “Notes”) and (ii) ten-year warrants (the “Warrants”) to purchase up to an aggregate of 375,000 shares (the “Warrant Shares”, and together with the Notes and Warrants, the “Securities”) of the Company’s common stock, par value $0.001 per share, representing 25,000 warrant shares per $100,000 of Notes purchased.
The Notes are one (1) year notes. Interest on the Notes accrues at a rate of 8% per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period, and the outstanding principal amount of the Notes matures and becomes due and payable on the Maturity Date (as defined in the notes to be April 25, 2024, unless accelerated by an Event of Default). Loans (as defined in the Notes) may be advanced to the Company from time to time from April 25, 2023 to the Maturity Date, upon prior written notice from Company.
The Warrants are issued to the Purchasers as they advance Loans to the Company, in accordance with the terms of the Note. Upon issuance, the Warrants are exercisable immediately and for a period of 10 years at a price of $2.50 per share. The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption. Assuming full advance of the Loans and full exercise of the Warrants, further proceeds to the Company from the exercise of the Warrant Shares is calculated as $1,875,000. The Offering closed simultaneously with execution of the Purchase Agreement.
The foregoing description of the Offering does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, the Notes and the Warrants, a copy of each of which is attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1, respectively, and which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 above with respect to the Offering of the Securities is incorporated by this reference into this Item 3.02. The Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. The Purchase Agreement, Notes and Warrants executed in connection therewith contain representations to support the Company’s reasonable belief that, among other things, the Purchasers had access to information concerning its operations and financial condition, that the Purchasers acquired the Securities for their own account and not with a view to the distribution thereof, and that each Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. The Securities described in Item 1.01 above are deemed to be restricted securities for purposes of the Securities Act and the certificates representing the Securities shall bear legends to that effect. Accordingly, the Securities sold in the Offering may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| 2 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of April 23 Common Stock Warrant | |
| 10.1 | Note and Warrant Purchase Agreement, dated April 25, 2023 | |
|
10.2 |
||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
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: May 1, 2023 | ||
| 4 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/25/24 | ||||
| Filed on: | 5/1/23 | |||
| For Period end: | 4/25/23 | 4 | ||
| 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 3/22/24 Sow Good Inc. 10-K 12/31/23 93:11M RDG Filings/FA 2/13/24 Sow Good Inc. S-1 155:17M RDG Filings/FA 11/21/23 Sow Good Inc. S-1 155:17M RDG Filings/FA 11/14/23 Sow Good Inc. 10-Q 9/30/23 74:6.9M RDG Filings/FA 8/14/23 Sow Good Inc. 10-Q 6/30/23 68:5.1M GlobalOne Filings Inc/FA 5/22/23 Sow Good Inc. 10-Q 3/31/23 68:4.3M GlobalOne Filings Inc/FA |