Sow Good Inc. Adopts Key Corporate Changes: Amended Bylaws and Preferred Stock Redesignation

Highlights from Latest SEC Filing

Sow Good Inc. (Nasdaq: SOWG) has announced a series of significant corporate governance and capital structure changes through the filing of a Current Report on Form 8-K, dated February 13, 2026. The company also released its Second Amended and Restated Bylaws and an Amendment to its Securities Purchase Agreement, both of which may have material implications for shareholders and investors.

Key Points for Investors

• Adoption of Amended and Restated Bylaws: Sow Good Inc. has overhauled its bylaws, introducing new provisions and updating existing ones. This comprehensive update covers a wide range of topics—from stockholder meeting procedures, advance notice requirements for proposals and director nominations, to voting rights, and the issuance and transfer of capital stock.
• Amendment to Securities Purchase Agreement: The company amended its Securities Purchase Agreement, including a material change to the designation and rights of its Series AAA Convertible Redeemable Preferred Stock.
• Introduction of New Preferred Stock Terms: The replacement of the Series AAA Certificate of Designations details the preferences, rights, and privileges of the Series AAA Preferred Stock, which ranks senior to the common stock and other junior securities in the event of liquidation or dissolution.

Details of the Amended and Restated Bylaws

• Advance Notice Requirements: Stockholders seeking to bring business or nominate directors at annual meetings must now provide timely written notice to the Secretary of the corporation. The notice must include extensive disclosures regarding ownership, interests, and relationships—a move designed to enhance transparency and governance.
• Director Nominations: The bylaws specify that stockholders must disclose their intent, provide information about their nominees, and update their disclosures close to the record and meeting dates. The process is strictly regulated, and failure to comply may result in the exclusion of a nomination.
• Quorum and Voting: A majority of voting power constitutes a quorum. Most matters, unless otherwise specified, will be decided by a majority of votes cast. Special rules may apply for the election of directors and specific corporate actions.
• Stockholder List Access: The company will prepare a list of stockholders entitled to vote at least ten days before meetings, accessible electronically or at the company’s principal place of business.
• Capital Stock Provisions: Shares may be certificated or uncertificated. The bylaws clarify the procedures for issuing, transferring, and replacing stock certificates.
• Dividends and Corporate Seal: The Board of Directors has authority to declare dividends and adopt or alter a corporate seal.

Amendment to Securities Purchase Agreement and Series AAA Preferred Stock

• Redefinition of Series AAA Preferred Stock: The amendment removes and replaces the previous Certificate of Designations for the Series AAA Preferred Stock. The new terms provide that:
  • The Series AAA Preferred Stock has a stated value and a redemption price of \$200.00 per share (subject to adjustments for stock splits, recapitalizations, etc.).
  • This class of preferred stock ranks senior to the common stock and any future junior securities, and on parity with any future parity securities in the event of a liquidation, dissolution, or winding up of the company.
  • Any changes that adversely affect the rights of Series AAA Preferred Stockholders—including amendments to the Certificate of Incorporation or issuance of new securities with superior rights—require approval by a majority of the Series AAA holders.
  • The Certificate of Designations also includes provisions for conversion to common stock, voting rights, and protections against dilution.
• Conversion Rights and Liquidation Preference: The amended terms outline detailed procedures for conversion of the preferred stock into common shares, and specify that in a liquidation event, Series AAA holders receive distributions in priority to common shareholders.

Why This Matters to Shareholders

• Corporate Governance Impact: The changes to the bylaws significantly affect how shareholders can interact with the company—especially regarding proposals and director nominations. These more stringent requirements could make it more challenging for activist investors or dissident shareholders to effect change.
• Capital Structure and Share Value: The new terms for Series AAA Preferred Stock affect the potential for dilution, liquidation returns, and voting power within the company. Any future conversions or redemptions of these shares could impact the common stock’s supply and, therefore, its market price.
• Potential Share Price Sensitivity: Material changes to preferred stock rights and company governance may be interpreted positively or negatively by the market, depending on investor sentiment regarding management entrenchment, shareholder rights, and capital allocation.
• Disclosure and Transparency: The adoption of these changes signals an intent to comply with best practices in disclosure and governance, which may influence institutional investor confidence.

Leadership and Signing Authority

• The Amended and Restated Bylaws, as well as the Amendment to the Securities Purchase Agreement, were executed by Chief Operating Officer Claudia Goldfarb, indicating active involvement of executive management in these governance changes.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult their financial advisors and review the full filings with the Securities and Exchange Commission before making investment decisions. The information presented herein is based on the company’s public disclosures as of the date of the filing and may be subject to change.

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