Sow Good Inc. 8-K

What Happened

• Sow Good Inc. filed an 8-K (Feb 19, 2026) reporting an amendment (dated Feb 18, 2026) to a previously disclosed Securities Purchase Agreement that replaces the prior Certificate of Designation (Old CoD) with a new Certificate of Designation (New CoD) for the Company’s Series AAA preferred shares. The New CoD makes the Series AAA Preferred Stock redeemable by the Company at $200.00 per preferred share (plus any declared but unpaid dividends) and includes certain conversion limitations.
• The filing also reports the Board’s appointment of Yisroel Goldberg as Chief Commercial Officer, effective Feb 13, 2026, and an amendment to the bylaws (effective Feb 18, 2026) enabling removal of a director or the entire Board with or without cause by a majority of voting power, consistent with Delaware law (Section 141(k)).

Key Details

• Series AAA Preferred Stock: 1,500,000 shares authorized to be sold under the Securities Purchase Agreement; convertible into 375,000,000 shares of common stock under the prior terms (the Amendment notes conversion is subject to limitations under the New CoD).
• Redemption price: $200.00 per Series AAA preferred share, plus any declared but unpaid dividends (per the New CoD).
• Executive hire: Yisroel Goldberg (age 42) named Chief Commercial Officer; background: ~15+ years in real estate asset management, currently asset manager at YSG Capital (since 2020); no related-party arrangements or family ties disclosed.
• Bylaws change: Amended and Restated Bylaws became effective Feb 18, 2026 to permit director removal by majority vote.

Why It Matters

• The amended Certificate of Designation changes investor rights tied to the Series AAA preferred shares by adding a company redemption option at a fixed price and by imposing conversion limits, which can materially affect potential dilution and timing of conversion into common stock. The stated convertible amount (375 million common shares referenced under the pact) represents a large potential increase in outstanding common shares if conversion occurs.
• The bylaws amendment alters governance by allowing shareholders holding a majority of voting power to remove directors with or without cause, aligning the company with Delaware law and potentially making board composition more directly subject to shareholder control.
• The appointment of a seasoned commercial officer may impact execution on asset and portfolio initiatives; the filing discloses no related-party arrangements for the hire.

(Amendment to the Securities Purchase Agreement and the Amended and Restated Bylaws are filed as exhibits to the 8-K.)