SOWG

Business Context and Reporting Period

This Form 8-K filing by Sow Good Inc. (SOWG) covers events occurring on April 7, 2026, with the report dated April 13, 2026. The company is incorporated in Delaware and its common stock trades on The Nasdaq Capital Market. The filing addresses two critical corporate developments: a potential delisting due to equity deficiencies and the initiation of an equity financing program.

Key Financial Metrics and Material Changes

The filing does not provide specific revenue, profit, cash flow, or margin figures for the current period. However, it discloses the following material financial conditions:

• Stockholders' Equity Deficiency: Based on the Form 10-K for the period ended December 31, 2025, the Company failed to meet Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2,500,000 in stockholders' equity.
• Proposed Capital Raise: The Company entered into a Sales Agreement to offer and sell shares of common stock with an aggregate offering price of up to $100 million.
• Financing Costs: The sales agent compensation is capped at 3.0% of the gross sales price of shares sold.

Guidance, Outlook, and Risks

Delisting Risk and Compliance Plan: The Company received notice from Nasdaq on April 7, 2026, regarding non-compliance with minimum stockholders' equity standards.

• Deadline for Plan: The Company has 45 calendar days (until May 22, 2026) to submit a plan to regain compliance.
• Extension Possibility: If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days (until October 4, 2026) to evidence compliance.
• Delisting Consequence: Failure to regain compliance or satisfy other listing requirements could result in delisting. The Company may request a hearing to appeal, but there is no guarantee the listing will be maintained.

At-the-Market Offering: The Company is not obligated to sell any shares under the new Sales Agreement. The offering can be suspended or terminated by either party at any time. Proceeds from this offering are intended to address capital needs, potentially including the equity deficiency cited by Nasdaq.

Investor Verification Checklist

• Verify the exact stockholders' equity balance reported in the Form 10-K for the period ended December 31, 2025, to confirm the magnitude of the deficiency.
• Monitor the Company's submission of a compliance plan to Nasdaq by the May 22, 2026 deadline.
• Review the effective Form S-3 (File No. 333-294799) and the April 13, 2026 Prospectus Supplement for details on the $100 million offering.
• Track any actual sales of shares under the Sales Agreement to assess if the capital raise is sufficient to restore listing compliance.
• Check for any subsequent 8-K filings regarding the acceptance or rejection of the compliance plan by Nasdaq.