Form SC 13G - Statement of acquisition of beneficial ownership by individuals
August 29 2023 - 4:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Initial Filing)*
SOW GOOD INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
84612H106
(CUSIP Number)
August 25, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule
13d-1(b)
[X] Rule 13d-1(c)
[_] Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. H2906T 109 |
Page 2 of 6 pages |
1 |
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Benno Fischer |
|
|
2 |
Check the Appropriate Box if a Member of a Group |
(a) [_]
(b) [_] |
|
|
|
3 |
SEC Use Only |
|
|
|
|
4 |
Citizenship or Place of Organization |
USA |
|
|
|
Number of
Shared
Beneficially
Owned by
Each
Reporting
Person
With |
5
|
Sole Voting Power |
501,0291 |
6
|
Shared Voting Power |
0 |
7
|
Sole Dispositive Power |
501,029 |
8
|
Shared Dispositive Power
|
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
501,029 |
|
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
[_] |
|
|
|
11 |
Percent of Class Represented by Amount in Row (9) |
8.54% |
|
|
|
12 |
Type of Reporting Person |
IN |
|
|
|
___________________________________
1 Includes warrants to purchase 100,000 shares of common stock at $2.50 per share
that are exercisable at any time on or before April 25, 2033.
CUSIP No. H2906T 109 |
Page 3 of 6 pages |
Item 1(a) | Name of Issuer: |
| |
| Sow Good, Inc. |
| |
Item 1(b) | Address of Issuer's Principal Executive Offices: |
| |
| 1440 N. Union Bower Rd, Irving TX 75061 |
| |
Item 2(a) | Name of Person Filing: |
| |
| Benno Fischer |
| |
Item 2(b) | Address of Principal Business Office or, if none, Residence: |
| |
| 1918 North Olive Street Unit 2301, Dallas, TX 75201 |
| |
Item 2(c) | Citizenship: |
| |
| USA |
| |
Item 2(d) | Title of Class of Securities: |
| |
| Common Stock |
| |
Item 2(e) | CUSIP Number: |
| |
| 84612H106 |
Item 3. | If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a(n): |
| |
| (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
| (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
| (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
CUSIP No. H2906T 109 |
Page 4 of 6 pages |
| (d) [_] Investment company registered
under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
| (e) [_] Investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E); |
| |
| (f) [_] Employee benefit plan or endowment
fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| |
| (g) [_] Parent holding company or
control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| |
| (h) [_] Savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
| (i) [_] Church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
| (j) [_] A non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J); |
| |
| (k) [_] Group, in accordance with
§ 240.13d-1(b)(1)(ii)(K). |
| |
| If filing as a non-U.S. institution
in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ |
(a) Amount beneficially
owned:
501,029 shares |
|
(b) Percent of
class:
8.54% |
|
|
|
(c) Number of shares as to which the person has: |
|
(i) sole
power to vote or to direct the vote:
501,029 |
|
(ii) shared
power to vote or to direct the vote:
0 |
|
(iii) sole
power to dispose or to direct the disposition of:
501,029 |
|
(iv) shared
power to dispose or to direct the disposition of:
0 |
|
|
CUSIP No. H2906T 109 |
Page 5 of 6 pages |
| Item 5. | Ownership of Five Percent or Less of a Class |
| | |
| | If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. [_] |
| | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| | |
| | Not Applicable |
| | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company |
| | |
| | Not Applicable |
| | |
| Item 8. | Identification and Classification of Members of the Group |
| | |
| | Not Applicable |
| | |
| Item 9. | Notice of Dissolution of Group |
| | |
| | Not Applicable |
| | |
| Item 10. | Certification |
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
[Signature Page Follows]
CUSIP No. H2906T 109 |
Page 6 of 6 pages |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 29,
2023
/s/ Benno Fischer
Benno Fischer
Sow Good (QB) (USOTC:SOWG)
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