Sow Good Inc. 8-K

What Happened

• On April 13, 2026, Sow Good Inc. announced a Sales Agreement with Craft Capital Management, LLC to offer and sell, at the company’s option, up to $100 million of common stock through an “at‑the‑market” (ATM) program under its Form S‑3 registration (File No. 333-294799). Sales would be made under a prospectus supplement dated April 13, 2026; the company is not obligated to sell any shares. Craft Capital’s sales compensation may be up to 3.0% of the gross sales price, and the company will reimburse certain agent expenses and provide customary indemnities.
• Separately, on April 7, 2026 the company received a Nasdaq Listing Qualifications notice saying it is not in compliance with Nasdaq Listing Rule 5550(b)(1) because its reported stockholders’ equity is below the $2,500,000 minimum. The company has 45 calendar days (until May 22, 2026) to submit a plan to regain compliance; if accepted Nasdaq may grant up to a 180‑day extension (to October 4, 2026). If the company does not regain compliance, Nasdaq could move to delist the common shares (with the company able to request a hearing).

Key Details

• Sales Agreement date: April 13, 2026; sales agent: Craft Capital Management, LLC.
• ATM capacity: up to $100,000,000 of common stock; agent fee up to 3.0% of gross proceeds.
• Registration: offering to be made under the company’s Form S‑3 (effective April 9, 2025) and prospectus supplement dated April 13, 2026.
• Nasdaq notice date: April 7, 2026; noncompliance rule: Nasdaq Listing Rule 5550(b)(1) ($2,500,000 minimum stockholders’ equity); plan submission deadline May 22, 2026; possible extension to October 4, 2026.

Why It Matters

• The ATM gives Sow Good a flexible way to raise capital as needed, but any sales would dilute existing shareholders depending on timing and volume; the company is not required to sell shares. The agent fee (up to 3%) and reimbursement/indemnity terms affect net proceeds and legal exposure.
• The Nasdaq noncompliance notice is material because failure to cure could lead to delisting, which would reduce liquidity and limit investor access to the stock. Investors should watch for the company’s compliance plan, any accepted extension, subsequent SEC/Nasdaq filings, and any ATM sales that could affect share count and market supply.