Sow Good Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock The Company changed its ticker symbol from “ANFC” to “SOWG”, effective as of the opening of trading on January 22, 2021. Quotations on the OTCQB reflect inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions. Effective February 21, 2020, our common stock underwent a 1-for-300 reverse split, which is retrospectively reflected throughout this Form 10-K. As of March 28, 2022, there were approximately 365 record holders of our common stock, not including shares held in “street name” in brokerage accounts which is unknown. As of March 28, 2022, there were 4,820,655 shares of common stock outstanding on record. Equity Compensation Plan Information Effective December 5, 2019, the 2020 Stock Incentive Plan (the “2020 Plan”) was approved by our Board. Amongst other things, the 2020 Plan authorized a total of 320,000 shares of our common stock. Subsequently, on October 1, 2020, January 4, 2021 and again on March 19, 2021, the Board approved an increase in the number of shares of common stock reserved under the 2020 Plan, from 320,000 shares to a total of 814,150 shares. The increase was approved by a majority of shareholders of record on September 3, 2021. The following table sets forth certain information regarding our 2020 Plan as of December 31, 2021: Number of securities to be issued upon exercise of outstanding stock options Weighted-average exercise price of outstanding stock options Number of securities remaining available for future issuance under the 2020 Plan 535,520 $6.20 278,630 For the fiscal years ended December 31, 2021 and 2020, we issued 257,975 and 439,151 stock options pursuant to the 2020 Plan. There were 161,606 options cancelled or forfeited pursuant to the 2020 Plan during the year ended December 31, 2021. There were no options cancelled or forfeited pursuant to the 2020 Plan during the year ended December 31, 2020. Effective December 12, 2016, the 2016 Non-Qualified Stock Option Plan (the “2016 Plan”) was approved by our Board. Amongst other things, the 2016 Plan authorized a total of 12,712 shares of our common stock. The following table sets forth certain information regarding our 2016 Plan as of December 31, 2021: Number of securities to be issued upon exercise of outstanding stock options Weighted-average exercise price of outstanding stock options Number of securities remaining available for future issuance under the 2016 Plan 3,333 $11.70 9,379 For the fiscal years ended December 31, 2021 and 2020, we issued no stock options pursuant to the 2016 Plan. There were 1,000 and 3,699 options cancelled or forfeited pursuant to the 2016 Plan during the years ended December 31, 2021 and 2020, respectively. 10 Effective March 2, 2012, the 2012 Amended and Restated Stock Incentive Plan (the “2012 Plan”) was approved by our Board and the holders of a majority of our outstanding shares, replacing the Ante5, Inc. 2010 Stock Incentive Plan. Amongst other things, the 2012 Plan increased the number of shares reserved under the Plan to a total of 25,000 shares of our common stock. The following table sets forth certain information regarding the 2012 Plan as of December 31, 2021: Number of securities to be issued upon exercise of outstanding stock options Weighted-average exercise price of outstanding stock options Number of securities remaining available for future issuance under the 2012 Plan 2,334 $131.17 10,378 For the fiscal years ended December 31, 2021 and 2020, we issued no stock options pursuant to the 2012 Plan. There were 1,666 and 10,131 options cancelled or forfeited pursuant to the 2012 Plan during the years ended December 31, 2021 and 2020, respectively. Warrants On December 31, 2021, the Company closed a private placement and concurrently entered into a Note and Warrant Purchase Agreement with related parties to sell an aggregate $2,075,000 of promissory notes and warrants to purchase an aggregate 311,250 shares of common stock, representing 15,000 warrant shares per $100,000 of promissory notes. The warrants are exercisable at a price of $2.21 per share over a ten-year term. The officers, directors and related parties receiving grants and the amounts of such grants were as follows: Stock Warrant Name and Title at Time of Grant Shares Granted Ira and Claudia Goldfarb, Chairman and Chief Executive Officer 225,000 Brad Burke, Chief Financial Officer 3,750 Lyle Berman, Director 75,000 Cesar J. Gutierrez, brother of the Company’s Chief Executive Officer 7,500 Total: 311,250 In consideration for four of our officers and directors’ willingness to serve as guarantors of the Cadence Loan, the Company issued warrants to each of the Guarantors (the “Guarantor Warrants”) for the purchase of the Company’s common stock on March 12, 2020. The Guarantor Warrants entitle each Guarantor to purchase 26,250 shares of the Company's common stock (the “Warrant Shares”) at an exercise price of $4.00 per share. The Guarantor Warrants expire on March 12, 2030. The officers and directors receiving grants and the amounts of such grants were as follows: Stock Warrant Name and Title at Time of Grant Shares Granted Ken DeCubellis, former Chief Executive Officer and former Interim Chief Financial Officer 26,250 Bradley Berman, former Chairman of the Board and Director 26,250 Lyle Berman, Director 26,250 Benjamin Oehler, former Director 26,250 Total: 105,000 There were no warrants exercised, forfeited or expired during the years ended December 31, 2021 and 2020. A total of 417,550 warrants were outstanding as of December 31, 2021 with a weighted average exercise price of $2.66 and a weighted average life of 9.5 years. 11 Unregistered Issuance of Equity Securities The following issuances of our securities during the three-month period ended December 31, 2021 were exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder. On December 8, 2021, we issued a total of 46,665 shares of common stock, restricted in accordance with Rule 144, among five board members for services rendered. On November 30, 2021, we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for services rendered. On November 30, 2021, we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services rendered. On October 31, 2021, we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for services rendered. On October 31, 2021, we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services rendered. On October 7, 2021, we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for services rendered. On October 7, 2021, we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services rendered. ITEM 6. SELECTED FINANCIAL DATA. Not applicable.