Sow Good Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock There is a limited public market for our common stock. Shares of our common stock trade on the over-the-counter market and are quoted on the OTCQB tier of the OTC Markets under the symbol “SOWG”. As of March 31, 2023, the closing price of our common stock was $4.20. Quotations on the OTCQB reflect inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions. The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTC Markets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. High Low Fiscal Year Ended December 31, 2022 First Quarter $ 3.05 $ 1.71 Second Quarter $ 4.50 $ 1.85 Third Quarter $ 4.05 $ 1.91 Fourth Quarter $ 3.54 $ 1.75 Fiscal Year Ended December 31, 2021 First Quarter $ 7.00 $ 3.66 Second Quarter $ 6.50 $ 4.40 Third Quarter $ 7.00 $ 2.57 Fourth Quarter $ 4.40 $ 1.06 As of March 31, 2023, 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 31, 2023, there were 4,847,384 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, 2022: 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 612,142 $4.37 202,008 9 For the fiscal years ended December 31, 2022 and 2021, we issued 137,597 and 257,975 stock options pursuant to the 2020 Plan. There were 60,975 and 161,606 options cancelled or forfeited pursuant to the 2020 Plan during the years ended December 31, 2022 and 2021, respectively. 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, 2022: 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 3,000 $12.00 9,712 For the fiscal years ended December 31, 2022 and 2021, we issued no stock options pursuant to the 2016 Plan. There were 1,000 options cancelled or forfeited pursuant to the 2016 Plan during the year ended December 31, 2021. 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, 2022: 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 2,000 $113.52 22,800 For the fiscal years ended December 31, 2022 and 2021, we issued no stock options pursuant to the 2012 Plan. There were 667 and 1,666 options cancelled or forfeited pursuant to the 2012 Plan during the years ended December 31, 2022 and 2021, respectively. Warrants On December 21, 2022 , warrants to purchase an aggregate 62,500 shares of common stock were issued to a director pursuant to a private placement debt offering in which aggregate proceeds of $250,000 were received in exchange for promissory notes and warrants to purchase an aggregate 62,500 shares of common stock, representing 25,000 warrant shares per $100,000 of promissory notes. The warrants are fully vested and exercisable over a period of 10 years at a price of $2.60 per share. The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption. On September 29, 2022 , warrants to purchase an aggregate 187,500 shares of common stock were issued to directors pursuant to a private placement debt offering in which aggregate proceeds of $750,000 were received in exchange for promissory notes and warrants to purchase an aggregate 187,500 shares of common stock, representing 25,000 warrant shares per $100,000 of promissory notes. The warrants are fully vested and exercisable over a period of 10 years at a price of $2.60 per share. The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption. 10 On April 8, 2022, warrants to purchase an aggregate 925,000 shares of common stock were issued pursuant to a private placement debt offering in which aggregate proceeds of $3,700,000 were received in exchange for promissory notes and warrants to purchase an aggregate 925,000 shares of common stock, representing 25,000 warrant shares per $100,000 of promissory notes. The warrants are fully vested and exercisable over a period of 10 years at a price of $2.35 per share. The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption. A total of 780,000 of the warrants were issued to officers or directors. 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 There were no warrants exercised, forfeited or expired during the years ended December 31, 2022 and 2021. A total of 1,591,250 warrants were outstanding as of December 31, 2022 with a weighted average exercise price of $2.47 and a weighted average life of 9.2 years. Unregistered Issuance of Equity Securities The following issuances of our securities during the three-month period ended December 31, 2022 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. None. ITEM 6. SELECTED FINANCIAL DATA. Not applicable.