---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-26-003422"
form_type: "8-K"
ticker: "SOWG"
cik: "0001490161"
company_name: "Sow Good Inc."
filed_at: "2026-04-13T23:59:59+00:00"
generated_at: "2026-05-15T06:33:49.972006+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Sow Good discloses Nasdaq delisting risk for equity deficiency; enters $100M ATM facility

## Summary
- Received Nasdaq notice on Apr 7, 2026 for failing to maintain $2.5M minimum stockholders' equity.
- Must submit compliance plan by May 22, 2026; possible extension to Oct 4, 2026 if plan accepted.
- Entered $100M at-the-market common stock sales agreement with Craft Capital Management (3% commission).
- No guarantee of maintaining Nasdaq listing; delisting would trigger appeal rights.

## SEC filing metadata
- accession: 0001829126-26-003422
- form_type: 8-K
- ticker: SOWG
- cik: 0001490161
- company_name: Sow Good Inc.
- filed_at: 2026-04-13T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1490161/000182912626003422/0001829126-26-003422-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1490161/000182912626003422/sowgood_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-26-003422
- JSON: https://secwatch.observer/filing/0001829126-26-003422.json
- Plain text: https://secwatch.observer/filing/0001829126-26-003422.txt

## Key facts
- Listing & Compliance Notices
  Sow Good Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: stockholders equity
  - Rules: 5550(b)(1)
  source text: April 7, 2026, the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) stating that, based upon the stockholders’ equity reported by the Company in its Form 10-K for the period ended December 31, 2025, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maintain a minimum of $2,500,000 in stockholders’ equity. In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until May 22, 2026, to submit a plan to regain compliance. If the Company’s
  evidence_url: https://www.sec.gov/Archives/edgar/data/1490161/000182912626003422/0001829126-26-003422-index.htm
- Material Agreements
  Sow Good Inc. entered into Sales Agreement with Craft Capital Management, LLC valued at up to $100 million (effective 2026-04-13).
  - Action: entry
  - Agreement: atm program
  - Counterparty: Craft Capital Management, LLC
  - Value: up to $100 million
  - Effective: 2026-04-13
  source text: On April 13, 2026, Sow Good Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Craft Capital Management, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time, at its option through the Sales Agent, shares of the Company’s common stock, $0.001 par value per share (the “Shares”), having an aggregate offering price of up to $100 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1490161/000182912626003422/0001829126-26-003422-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.