Sow Good (SOWG) 8-KMaterial Modifications to Rights of Security Holders

Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

OF

SOW GOOD INC., A NEVADA CORPORATION

TO SOW GOOD INC., A DELAWARE CORPORATION,

PURSUANT TO SECTION 265 OF

THE DELAWARE GENERAL CORPORATION LAW

February 15, 2024

The undersigned, as authorized officer and for the purpose of converting a Nevada corporation to a Delaware corporation under the Delaware General Corporation Law (8 Del. C. § 1-265) and Section 92A.105 of the Nevada Revised Statutes, hereby certifies as follows:

IN WITNESS WHEREOF, the undersigned being duly authorized to sign on behalf of the converting non-Delaware corporation has executed this Certificate on the 15th day of February, 2024.