Sec Form 13G Filing - Fischer Benno filing for Sow Good Inc. (SOWG) - 2023-08-29

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Initial Filing)*

 

 

SOW GOOD INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

84612H106

(CUSIP Number)

 

August 25, 2023

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_]       Rule 13d-1(b)

 

[X]       Rule 13d-1(c)

 

[_]       Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. H2906T 109

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1	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Benno Fischer
2	Check the Appropriate Box if a Member of a Group			(a) [_] (b) [_]
3	SEC Use Only
4	Citizenship or Place of Organization			USA
Number of Shared Beneficially Owned by Each Reporting Person With		5	Sole Voting Power	501,0291
		6	Shared Voting Power	0
		7	Sole Dispositive Power	501,029
		8	Shared Dispositive Power	0
9	Aggregate Amount Beneficially Owned by Each Reporting Person			501,029
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares			[_]
11	Percent of Class Represented by Amount in Row (9)			8.54%
12	Type of Reporting Person			IN

 

 

 

 

 

 

 

 

 

 

 

___________________________________

 

¹ Includes warrants to purchase 100,000 shares of common stock at $2.50 per share that are exercisable at any time on or before April 25, 2033.

 

 

 

 

CUSIP No. H2906T 109

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Item 1(a)	Name of Issuer:
	Sow Good, Inc.
Item 1(b)	Address of Issuer's Principal Executive Offices:
	1440 N. Union Bower Rd, Irving TX 75061
Item 2(a)	Name of Person Filing:
	Benno Fischer
Item 2(b)	Address of Principal Business Office or, if none, Residence:
	1918 North Olive Street Unit 2301, Dallas, TX 75201
Item 2(c)	Citizenship:
	USA
Item 2(d)	Title of Class of Securities:
	Common Stock
Item 2(e)	CUSIP Number:
	84612H106

 

Item 3.	If this statement is filed pursuant to § § 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a(n):
	(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

  

CUSIP No. H2906T 109

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	(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e) [_] Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f) [_] Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g) [_] Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h) [_] Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i) [_] Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j) [_] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k) [_] Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

 

(a)       Amount beneficially owned: 501,029 shares
(b)       Percent of class: 8.54%
(c)        Number of shares as to which the person has:
(i)       sole power to vote or to direct the vote: 501,029
(ii)       shared power to vote or to direct the vote: 0
(iii)       sole power to dispose or to direct the disposition of: 501,029
(iv)       shared power to dispose or to direct the disposition of: 0

 

 

 

 

 

CUSIP No. H2906T 109

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	Item 5.	Ownership of Five Percent or Less of a Class
		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following.     [_]
	Item 6.	Ownership of More than Five Percent on Behalf of Another Person
		Not Applicable
	Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
		Not Applicable
	Item 8.	Identification and Classification of Members of the Group
		Not Applicable
	Item 9.	Notice of Dissolution of Group
		Not Applicable
	Item 10.	Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

[Signature Page Follows]

 

 

 

 

 

CUSIP No. H2906T 109

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 29, 2023

 

/s/ Benno Fischer                             

Benno Fischer