UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  January 20, 2021

 

SOW GOOD INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53952   27-2345075

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1440 N Union Bower Rd

Irving TX 75061

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  (214) 623-6055

 

Black Ridge Oil & Gas, Inc.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock SOWG OTCQB

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

     

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Effective January 21, 2021, Black Ridge Oil & Gas, Inc., a Nevada corporation (the “Company” or “we” or “our” as applicable) changed its corporate name from Black Ridge Oil & Gas, Inc., to Sow Good Inc. (the “Name Change”). The Name Change was effected through a parent/subsidiary short form merger, pursuant to an Agreement and Plan of Merger dated January 20, 2021 (the "Plan of Merger"), with our recently formed wholly owned subsidiary, Sow Good Inc., a Nevada corporation (the "Merger Sub"). Pursuant to the Plan of Merger, we agreed that Merger Sub would merge with and into our company (the "Merger"). The Company’s Board of Directors approved the Merger on November 19, 2020. As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company's name. Following the consummation of the Merger, the separate existence of Merger Sub would cease, and we would continue as the surviving corporation with our name changed to Sow Good Inc.

 

Pursuant to the Plan of Merger, (i) our articles of incorporation in effect at the effective time of the Merger, as amended pursuant to the Articles of Merger (as defined below) to change the name of the surviving corporation to Sow Good Inc., would be the articles of incorporation of the surviving corporation, (ii) our bylaws in effect at the effective time of the Merger would be the bylaws of the surviving corporation, and (iii) our directors and officers immediately prior to the effective time of the Merger would be the directors and officers of the surviving corporation.

 

On January 21, 2021, the Company received notice from Financial Industry Regulatory Authority (“FINRA”) that all required documents relating to the Name Change had been received and that the Name Change would take effect at the opening of trading on January 22, 2021.

 

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Plan of Merger, and is subject to and qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 2.1. 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 21, 2021, we filed articles of merger (the "Articles of Merger"), with the Secretary of State of the state of Nevada to effect the Merger. The Articles of Merger provided that Article I of our articles of incorporation was amended to change our name to “Sow Good Inc.”

 

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Articles of Merger, and is subject to and qualified in its entirety by reference to the full text of the Articles of Merger, which are attached hereto as Exhibit 3.1.

 

Item 8.01 Other Events.

  

In connection with the Name Change, the Company changed its ticker symbol from “ANFC” to “SOWG”, effective as of the opening of trading on January 22, 2021. Outstanding stock certificates for shares of the Company are not affected by the Name Change and ticker symbol change and will continue to be valid and need not be exchanged.

 

On January 22, 2021, the Company issued a press release announcing the Merger, the name change and the other various matters described in this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 and is available on the Company’s investor relations website at https://ir.stockpr.com/blackridgeoil/overview.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.   Description
     
2.1   Agreement and Plan of Merger dated January 20, 2021
3.1   Articles of Merger
99.1   Press Release dated January 22, 2021

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SOW GOOD INC.
     
     
  By: /s/ Claudia Goldfarb                    
    Claudia Goldfarb
   

Chief Executive Officer

 

     
Date: January 22, 2021    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 2.1

 

AGREEMENT AND PLAN OF MERGER

OF

SOW GOOD INC.

(a Nevada corporation)

INTO

BLACK RIDGE OIL & GAS, INC.

(a Nevada corporation)

 

This Agreement and Plan of Merger is entered into effective as of January 20, 2021, by and between, Black Ridge Oil & Gas, Inc., a Nevada corporation ("Black Ridge") and Sow Good Inc., a Nevada corporation ("Sow Good").

 

WHEREAS, Sow Good is a wholly-owned subsidiary of Black Ridge;

 

WHEREAS, the boards of directors of Sow Good and Black Ridge deem it advisable and in the best interests of their respective companies and shareholders that Sow Good be merged with and into Black Ridge, with Black Ridge remaining as the surviving corporation under the name "Sow Good Inc.";

 

WHEREAS, the board of directors of Sow Good has approved the plan of merger embodied in this Agreement; and

 

WHEREAS, the board of directors of Black Ridge has approved the plan of merger embodied in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

 

Article I.     THE MERGER

 

Section 1.01        The Merger.  Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Sow Good shall be merged with and into Black Ridge in accordance with the applicable laws of the State of Nevada (the "Merger").  The separate existence of Sow Good shall cease, and Black Ridge shall be the surviving corporation under the name "Sow Good Inc." (as renamed, the "Surviving Corporation") and shall be governed by the laws of the State of Nevada.

 

Section 1.02        The Effective Date.  The Merger shall become effective on the date and at the time (the "Effective Date") that:

 

(a)               the Articles of Merger, in substantially the form previously circulated among the Boards of Directors of Black Ridge and Sow Good, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

 

(b)               after satisfaction of the requirements of the laws of the State of Nevada.

 

Section 1.03        Articles of Incorporation.  On the Effective Date, the Articles of Incorporation of Black Ridge, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Black Ridge, as the Surviving Corporation, shall be amended to state that the name of the corporation is "Sow Good Inc.".

 

 

 

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Section 1.04        Bylaws.  On the Effective Date, the Bylaws of Black Ridge, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

 

Section 1.05        Directors and Officers.  The directors and officers of Black Ridge immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

 

Article II.     CONVERSION OF SHARES

 

Section 2.01        Common Stock of Black Ridge.  Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Black Ridge, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.0001 per share (the "Survivor Stock").

 

Section 2.02        Common Stock of Sow Good.  Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Sow Good, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

 

Section 2.03         Options and Warrants. The Surviving Corporation agrees to honor all validly issued and outstanding stock options, stock awards, and warrants to purchase the stock of Black Ridge as stock options, stock awards, and warrants to purchase the designated stock of the Surviving Corporation pursuant to the terms of such validly issued and outstanding stock options, stock awards, and warrants, as the case may be.

 

Article III.     EFFECT OF THE MERGER

 

Section 3.01        Rights, Privileges, Etc.  On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Sow Good and Black Ridge; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Sow Good and Black Ridge on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed; title to any real estate, or any interest therein vested in Sow Good or Black Ridge, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Sow Good and Black Ridge shall be preserved unimpaired, and all liens upon the property of Sow Good or Black Ridge shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

 

Section 3.02        Further Assurances.  From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Sow Good such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Sow Good and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Sow Good or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

 

 

 

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Article IV.     GENERAL

 

Section 4.01        Abandonment.  This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Sow Good and Black Ridge.

 

Section 4.02        Amendment.  At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Sow Good and Black Ridge.

 

Section 4.03        Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

 

Section 4.04       Counterparts.  In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

 

Section 4.05        Electronic Means.  Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

 

[Signature page follows.]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

 

  BLACK RIDGE OIL & GAS, INC.,
  a Nevada corporation
     
     
  /s/ Claudia Goldfarb
  By: Claudia Goldfarb
  Its: Chief Executive Officer
     
     
  SOW GOOD INC.,
  a Nevada corporation
   
   
  /s/ Claudia Goldfarb
  By: Claudia Goldfarb
  Its: President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 3.1

 

 
 

 
 

 
 

 
 

 
 

 

 

Exhibit 99.1

 

Black Ridge Oil & Gas Becomes Sow Good and Begins Trading Under SOWG Stock Symbol

 

Sow Good to begin production of differentiated freeze-dried snacks, smoothies and soups from Irving facility in Q1 2021

 

IRVING, Texas, Jan. 22, 2021--(PR Newswire)—Black Ridge Oil and Gas, Inc. today announced that it has changed its name to Sow Good Inc. to reflect its entrance into the freeze-dried food products market. Additionally, Sow Good’s common shares will now trade under the symbol “SOWG”, replacing the prior symbol of ANFC.

 

Sow Good is an emerging consumer products platform focused on manufacturing and marketing freeze-dried snacks, smoothies and soups.

 

“At Sow Good, we’re on a mission to revolutionize food. To fight food waste and food insecurity with products that stay good, are good, taste good and do good” said Claudia Goldfarb, Chief Executive Officer. “By marrying ethical sourcing with the magic of freeze-drying, we’re able to support the health and wellness of communities, people and the planet.”

 

Sow Good will launch its line of freeze-dried snacks, smoothies and soups, and its direct-to-consumer focused website, to coincide with initial production from its state-of-the-art facility located in Irving, Texas. Sow Good expects to begin production in the first quarter of 2021. Investors are welcomed to visit www.thisissowgood.com to follow product launch updates.

 

Sow Good’s unique food products are targeting the large, and growing, freeze-dried food products market. The global freeze-dried food products market is estimated by Technavio to total nearly $60B in 2020, with the United States representing almost 30% of the total. Technavio further projects market growth to continue at over 8% per year through 2024.

 

Sow Good management is well positioned to lead the Company’s growth. As announced in October, Claudia and Ira Goldfarb joined Sow Good as CEO and Executive Chairman, respectively. The Goldfarb’s have extensive experience with freeze-dried manufacturing and in building food product-focused companies. The Company further announced in October that it has appointed Greg Creed, a veteran restaurant executive, to the Company’s Board of Directors. Mr. Creed most recently held the position of CEO of Yum! Brands, Inc., and previously led Taco Bell as its CEO.

 

No action is needed from current shareholders in relation to the name or ticker symbol change. The common stock will continue to be listed on the OTCQB, with new CUSIP identifier of 84612H106.

 

Sow Good Inc. (SOWG:OTCQB) is dedicated to producing the highest quality and most nutritious products in the freeze-dried food industry while building a brand that celebrates the importance of sustainability, the environment and our communities.

 

On October 1, 2020, the Company finalized its acquisition of the freeze-dried food business assets from S-FDF, LLC. Production is expected to begin at the Irving, Texas based 20,000 square foot state-of-the art facility in Q1 of 2021. Additional announcements regarding the Company's website and product launch will be forthcoming.

 

Forward Looking Statements
Certain statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties not known or disclosed herein that could cause actual results to differ materially from those expressed herein. These statements may include projections and other "forward-looking statements" within the meaning of the federal securities laws. Any such projections or statements reflect management's current views about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from those projected. Important factors that could cause the actual results to differ materially from those projected include, without limitation, general economic or industry conditions nationally and/or in the communities in which our Company conducts business, conditions of the securities markets, our ability to raise capital or have access to debt financing, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our Company's operations, products, services and prices and other risks inherent in the Company's businesses that are detailed in the Company's Securities and Exchange Commission ("SEC") filings. Readers are encouraged to review these risks in the Company's SEC filings.