Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 20, 2023

SOW GOOD INC.

(Exact name of registrant as specified in its charter)

Nevada		000-53952		27-2345075
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

(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:

☐	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 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock	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).

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. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2023, the Company’s board of directors appointed Keith Terreri as the Company’s Chief Financial Officer, effective December 4, 2023.

In connection with this appointment as Chief Financial Officer, the Company executed an Offer Letter with Mr. Terreri (the “Offer Letter”), which sets his base salary at $270,000 per year and his target bonus of up to $67,500 per year based on criteria determined by the Company. Pursuant to the Offer Letter, Mr. Terreri is entitled to a grant of 27,000 stock options, representing the right to purchase shares of the Company’s common stock, subject to Mr. Terreri’s continuous service to the Company through each vesting date.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by the text of the Offer Letter, which is filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.

Mr. Terreri was not selected as an executive officer pursuant to any arrangements or understandings with the Company or with any other person, there are no family relationships between Mr. Terreri and any director or executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K, and Mr. Terreri has no direct or indirect material interest in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 8.01.

Other Events.

On November 21, 2023, the Company issued a press release regarding its recent offering and sale of 426,288 shares of the Company’s common stock, at a price of $6.50 per share. The press release issued on November 21, 2023 also announced the appointment of Mr. Terreri as Chief Financial Officer of the Company. A copy of the press release is being furnished to the Securities and Exchange Commission and is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01.

Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Offer Letter dated November 13, 2023
99.1		Press Release dated November 21, 2023
104		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.

	SOW GOOD INC.


	By:	/s/ Claudia Goldfarb
		Claudia Goldfarb
		Chief Executive Officer

Date: November 21, 2023

Exhibit 10.1

Dear Keith Terreri,

November 13, 2023

We are very pleased to offer you a position with Sow Good, Inc., as our Chief Financial Officer. Your start date would be December 4th,2023. Your core responsibilities would be all CFO Functions typical for a business our size.

Your compensation package is as follows: Base Salary: $270,000

Bonus: Up to 25% of salary based on Financial, Reporting, Audit, and Team Building Criteria for Year 2024.

Stock Options 27,000 with a vesting schedule such that 60% with a vesting schedule such that 60% shall vest 3 years past grant date and 20% of the total grant shall vest on year 4 and 5.

Vacation: 3 weeks per year which begins vesting after 60 days and 4 weeks per year after your 2- year anniversary. Vacation can only be used in a maximum of two-week increments.

Health which currently is BCBS Gold, dental and vision for the employee and Spouse is covered at 100%.

Upon acceptance, this letter will constitute the entire understanding between you and Sow Good with regards to your employment with us, and no previous understanding between you and Sow Good, verbal or written shall modify this letter. SOWG will be sending a full employment contract 3-5 days after Offer Letter is signed.

If the above proposal is acceptable, please sign this letter in the space provided below and return it to Sow

Good.

Sincerely

/s/ Claudia Goldfarb

Claudia Goldfarb

CEO

/s/ Keith Terreri		11/13/23
Accepted by		Date

Exhibit 99.1

Sow Good Announces $2.8M Private Placement and Hiring of Chief Financial Officer

IRVING, Texas, November 21, 2023 – Sow Good Inc. (OTCQB: SOWG), a trailblazer in the freeze-dried candy and treat industry, announced today the successful completion of a $2.77M private placement raised from 426,288 newly issued shares. The share price of $6.50 represents a 30% premium to Sow Good’s last equity raise in September 2023. Sow Good is thrilled by the continued sales growth of its freeze dried candy line and the additional flexibility this raise provides to help meet customer demand.

Appointment of Permanent Chief Financial Officer

On November 20, 2023, the board of directors of Sow Good appointed Keith Terreri as its permanent Chief Financial Officer, starting December 4, 2023. Prior to joining the Sow Good team, Keith was the Executive Vice President of Business Operations at NEC Corporation of America (“NEC”) in Irving, TX. Before this role, he spent eight years as NEC’s CFO, and for four of those years, he managed the IT department. Prior to NEC, Keith was the Treasurer for five private and public companies, two of which he helped take public and were subsequently sold.

Claudia Goldfarb, CEO of Sow Good, commented, “Keith brings extensive accounting and public company experience to Sow Good. We believe this appointment will further enhance our financial controls and our work to optimize our operational infrastructure. We look forward to working alongside Keith to advance our strategic growth initiatives.”

Forward-Looking Statements

This press release contains forward-looking statements. Statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the offering, expected growth, and future capital expenditures, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed or implied by the forward-looking statements. All information provided in this release is as of the date hereof and we undertake no duty to update this information except as required by law.

About Sow Good Inc.

Sow Good Inc. (OTCQB: SOWG) is a trailblazing U.S.-based freeze dried candy and snack manufacturer dedicated to providing consumers with innovative and explosively flavorful freeze dried treats. Sow Good has harnessed the power of our proprietary freeze-drying technology and product-specialized manufacturing facility to transform traditional candy into a novel and exciting everyday confectionaries subcategory that we call freeze dried candy. Sow Good is dedicated to building a company that creates good experiences for our customers and growth for our investors and employees through our core pillars: (i) innovation; (ii) scalability; (iii) manufacturing excellence; (iv) meaningful employment opportunities; and (v) food quality standards. To purchase Sow Good online or learn more, visit www.thisissowgood.com (http://www.thisissowgood.com/) and follow @thisissowgood on TikTok, Instagram, YouTube, and Facebook.

Sow Good Investor Inquiries:

Cody Slach or Jackie Keshner

Gateway Group, Inc.

1-949-574-3860

SOWG@gateway-grp.com

Sow Good Media Inquiries:

Sow Good, Inc.

1-214-623-6055

pr@sowginc.com

Document And Entity Information	Nov. 20, 2023
Document Information [Line Items]
Entity, Registrant Name	SOW GOOD INC.
Document, Type	8-K
Document, Period End Date	Nov. 20, 2023
Entity, Incorporation, State or Country Code	NV
Entity, File Number	000-53952
Entity, Tax Identification Number	27-2345075
Entity, Address, Address Line One	1440 N Union Bower Rd
Entity, Address, City or Town	Irving
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	75061
City Area Code	214
Local Phone Number	623-6055
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	SOWG
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001490161