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): August 10, 2026
Sow Good Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-42037 | 27-2345075 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Sow Good Inc.
1440 N Union Bower Rd
Irving, TX 7506
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (214) 623-6055
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 | ||
| Common Stock, par value $0.001 per share | SOWG | The Nasdaq Capital Market |
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 |
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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.
| SOW GOOD INC. | ||
| Date: August 10, 2026 | By: | /s/ Yisroel Goldberg |
| Yisroel Goldberg | ||
| Chief Executive Officer | ||
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