Estatísticas Básicas
| LEI | 549300WFA15FJEGWWF44 |
| CIK | 1490161 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sow Good Inc.
SEC Filings (Chronological Order)
Esta página fornece uma lista completa e cronológica de Arquivamentos da SEC, excluindo os arquivamentos de propriedade que fornecemos em outro lugar.
| May 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42037 SOW GOOD INC. |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission file number: 001-42037 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: MARCH 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any Information contained herein. |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 6, 2026 Sow Good Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 5, 2026 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Irving, Texas – May 5, 2026 Sow Good Secures $20 Million Non-Convertible Private Placement Credit Facility to Fund Critical Minerals Strategy Flexible $20 million facility provides non-dilutive, non-convertible working capital to support the proposed Nachu Graphite acquisition and Sow Good’s transition to a critical minerals and battery anode developer Sow Good I |
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| May 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 5, 2026 Sow Good Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 22, 2026 |
Exhibit 99.1 SO W GO O D INC . N A SD A Q : SO WG A T RAN S F O R M AT IV E AC QU ISI T I O N ANCHORING TH E WEST'S BATTERY SUPPLY CHAIN A cq u i s ition o f the Nachu Grap h it e Project, on e o f the larges t h ig h - p u ri t y n a tural flak e grap h it e depos i ts outs i d e C h ina. ~US$10 7M US$ 1 .2B A L L - ST O C K C ON SI D E R A TI O N N P V 1 0 R EP O R TE D B Y RY Z ON * 51% I R R R |
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| April 22, 2026 |
Sow Good Posts Investor Presentation in Connection with Nachu Graphite Project Acquisition Exhibit 99.2 FOR IMMEDIATE RELEASE Sow Good Posts Investor Presentation in Connection with Nachu Graphite Project Acquisition Irving, Texas, April 22, 2026 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or the “Company”) today posted to its investor relations website an investor presentation (the “Presentation”) prepared in connection with the Company’s previously announced definitive share purchase a |
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| April 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 22, 2026 Sow Good Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| April 21, 2026 |
Exhibit 2.1 Share Purchase Agreement By and Among SOWG Tanzania Inc. (Buyer) and Sow Good Inc. (Sow Good) and Ryzon Materials Limited (Seller) and Uranex Tanzania Limited (Uranex) and Magnis Technologies (Tanzania) Limited (Magnis Tech) and Uranex ESIP PTY Limited (Uranex ESIP) PRIVATE AND CONFIDENTIAL ▌Hamilton Locke Table of Contents 1. Definitions and interpretation 2 1.1 Definitions 2 1.2 Inte |
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| April 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 20, 2026 Sow Good Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| April 21, 2026 |
Exhibit 99.1 Sow Good Announces Transformative Acquisition of the Nachu Graphite Project, Positioning the Company as a Critical Minerals and Battery Anode Developer Irving, Texas, April 21, 2026 - Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or the “Company”), announces a transformative acquisition that will position the Company as a critical minerals and battery anode developer supplying high-purity |
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| April 17, 2026 |
Sow Good Inc. Announces Reverse Stock Spit Exhibit 99.1 Sow Good Inc. Announces Reverse Stock Spit Irving, TX – April 17, 2026 — Sow Good Inc. (NASDAQ: SOWG), a freeze-dried food and candy manufacturer, announced today that its Board of Directors has approved a 15-to-1 reverse stock split (the “reverse stock split”), of its common stock, par value $0.001 (the “Common Stock”), effective at 5:00 pm Eastern Time on April 23, 2026 (the “Effect |
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| April 17, 2026 |
SECOND CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION SOW GOOD INC. Exhibit 3.1 SECOND CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF SOW GOOD INC. The undersigned, for purposes of amending the Certificate of Incorporation, as amended (the “Certificate”) of Sow Good Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The Certi |
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| April 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 17, 2026 Sow Good Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| April 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 7, 2026 Sow Good Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| April 13, 2026 |
Sow Good Inc. Shares of Common Stock SALES AGREEMENT Exhibit 1.1 Sow Good Inc. Shares of Common Stock SALES AGREEMENT April 13, 2026 Craft Capital Management, LLC 1200 North Federal Highway, Suite 328 Boca Raton, FL 33432 Ladies and Gentlemen: Sow Good Inc., a Delaware corporation (the “Company”), confirms as follows its agreements with Craft Capital Management (the “Sales Agent”). 1. Issuance and Sale of Shares. (a) On the basis of the representati |
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| April 13, 2026 |
Up to $100,000,000 Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-294799 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 9, 2026) Up to $100,000,000 Common Stock We entered into a sales agreement dated April 13, 2026 (the “Sales Agreement”) with Craft Capital Management LLC (the “Sales Agent”), relating to the issuance and sale of shares of our common stock, $0.001 par value per share, offered by this prospe |
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| April 7, 2026 |
April 7, 2026 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
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| April 7, 2026 |
April 7, 2026 Yisroel Goldberg Chief Executive Officer Sow Good Inc. 1440 N. Union Bower Road Irving, TX 75061 Re: Sow Good Inc. Registration Statement on Form S-3 Filed March 31, 2026 File No. 333-294799 Dear Yisroel Goldberg: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We r |
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| March 31, 2026 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES AAA CONVERTIBLE REDEEMABLE PREFERRED STOCK OF SOW GOOD INC. (Pursuant to Section 151 of the Delaware General Corporation Law) SOW GOOD INC., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in accordance |
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| March 31, 2026 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type)N/A Sow Good Inc. |
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| March 31, 2026 |
Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933 For the transition period from to Commission file number 001-42037 SOW GOOD INC. (Exact n |
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| March 31, 2026 |
Exhibit 4.2 DESCRIPTION OF SECURITIES General Our Articles of Incorporation, as amended on March 30, 2026, authorize us to issue up to 1,020,000,000 shares of capital stock, consisting of 1,000,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. We had 12,223,599 shares of common stock and 1,500,000 shares of preferred s |
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| March 31, 2026 |
SOW GOOD INC. Dated as of , 20 [ ] TABLE OF CONTENTS Exhibit 4.6 SOW GOOD INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 3 Section 1.3. Incorporation by Reference of Trust Indenture Act. 3 Section 1.4. Rules of Construction. 4 Article II THE SECURITIES 4 Section 2.1. Issuable in Series. 4 Section 2.2. Establishment o |
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| March 31, 2026 |
INSIDER TRADING POLICY Effective as of May 1, 2024 INSIDER TRADING POLICY Effective as of May 1, 2024 Table of Contents Page Section 1. |
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| March 31, 2026 |
SOW GOOD INC. Policy for RECOVERY OF ERRONEOUSLY AWARDED Incentive Compensation (Adopted March 8, 2024) 1. INTRODUCTION Sow Good Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy is administered by |
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| March 31, 2026 |
As filed with the Securities and Exchange Commission on March 31, 2026. As filed with the Securities and Exchange Commission on March 31, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Delaware 27-2345075 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 31, 2026 Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| March 30, 2026 |
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOW GOOD INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOW GOOD INC. Sow Good Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: A. The Corporation was originally incorporated under the name Ante5, Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 25, 2026 Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| February 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Information Statement SOW GOOD INC. (Name of Registrant as Specified i |
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| February 19, 2026 |
Exhibit 10.1 Sow Good Inc. AMENDMENT AGREEMENT dated February 18, 2026 relating to the SECURITIES PURCHASE AGREEMENT dated December 31, 2025 AMENDMENT RELATING TO THE SECURITIES PURCHASE AGREEMENT THIS AMENDMENT (this “Agreement”), dated February 18, 2026, relating to the Securities Purchase Agreement, dated December 31, 2026 (as amended, supplemented or otherwise modified from time to time, the “ |
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| February 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): February 13, 2026 Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 19, 2026 |
AMENDED AND RESTATED B Y L A W s SOW GOOD INC. (a Delaware corporation) TABLE OF CONTENTS Exhibit 3.1 SECOND AMENDED AND RESTATED B Y L A W s OF SOW GOOD INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting 1 2.3 Advance Notice of Business to be Brought Before a Meeting 2 2.4 Advance Notice of Nominations for Election of Directors at a Meeting 5 |
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| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Information Statement SOW GOOD INC. (Name of Registrant as Specified i |
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| January 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 6, 2026 Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| January 7, 2026 |
Exhibit 99.1 Sow Good Inc. Announces $6.0 Million Private Placement, Strategic Asset Sale, and Leadership Transition to Support Continued Candy Operations and Future Growth IRVING, Texas, January 6, 2026 (GLOBE NEWSWIRE) - Sow Good Inc. (NASDAQ: SOWG) (“Sow Good” or the “Company”), a leading freeze-dried food and candy manufacturer, today announced the completion of a series of strategic transacti |
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| January 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 30, 2025 Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-42037 27-2345075 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| January 5, 2026 |
DISTRIBUTION AGREEMENT This Distribution Agreement (this “Agreement”) is entered into as of December 31, 2025 (the “Effective Date”), by and between Sow Good Inc. |
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| January 5, 2026 |
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES AA CONVERTIBLE NON-REDEEMABLE PREFERRED STOCK OF SOW GOOD INC. |
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| January 5, 2026 |
SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this day of December, 2025 by and between Sow Good Inc. |
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| January 5, 2026 |
VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is being signed on December , 2025 (the “Original Signature Date”) by and among (a) Sow Good Inc. |
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| January 5, 2026 |
SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this day of December, 2025 by and between Sow Good Inc. |
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| January 5, 2026 |
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Purchase Agreement”), dated December 30, 2025, is by and between Sow Good Inc. |
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| January 5, 2026 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2025 (the “Effective Date”), by and between Sow Good Inc. |
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| January 5, 2026 | ||
| November 14, 2025 |
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): November 14, 2025 SOW GOOD INC. |
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| November 14, 2025 |
Sow Good Reports Third Quarter 2025 Results Exhibit 99.1 Sow Good Reports Third Quarter 2025 Results IRVING, TEXAS, November 14, 2025 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried dried candy and treat industry, is reporting financial and operating results for the nine months ended September 30, 2025. “Q3 2025 was a quarter of steady progress and operational strengthening as we continued to |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42037 SOW GOOD INC. |
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| October 27, 2025 |
Exhibit 99.1 Sow Good Inc. Announces Major Retail Wins, Additional Founder Funding in Furtherance of a Crypto Asset Strategy, and $5 Million Operational Streamlining Dallas, TX –October 27, 2025 — Sow Good Inc. (NASDAQ: SOWG), a leading freeze-dried food and candy manufacturer, today provided a business update announcing a major retail customer win, additional funding in pursuit of a crypto asset |
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| October 27, 2025 |
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): October 27, 2025 SOW GOOD INC. |
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| August 27, 2025 |
X0101 EFFECT 33 LIVE 2025-08-27 17:00:00 S-1 0001490161 Sow Good Inc. 333-289718 |
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| August 27, 2025 |
Sow Good Inc. 12,808,608 Shares of Common Stock PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-289718 Sow Good Inc. 12,808,608 Shares of Common Stock This prospectus relates to (i) the resale by the selling shareholders identified herein, or the Selling Shareholders, or any of its pledgees, donees, assignees and successors-in-interest, or collectively, the permitted transferees, of up to 8,286,326 shares of our common stock, p |
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| August 25, 2025 |
August 25, 2025 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
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| August 25, 2025 |
As filed with the Securities and Exchange Commission on August 25, 2025 As filed with the Securities and Exchange Commission on August 25, 2025 Registration No. |
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| August 22, 2025 |
August 22, 2025 Claudia Goldfarb Chief Executive Officer Sow Good Inc. 1440 N Union Bower Rd Irving, TX 75061 Re: Sow Good Inc. Registration Statement on Form S-1 Filed August 19, 2025 File No. 333-289718 Dear Claudia Goldfarb: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We r |
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| August 19, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Sow Good Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value |
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| August 19, 2025 |
As filed with the Securities and Exchange Commission on August 19, 2025 As filed with the Securities and Exchange Commission on August 19, 2025 Registration No. |
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| August 14, 2025 |
Sow Good Reports Second Quarter 2025 Results Exhibit 99.1 Sow Good Reports Second Quarter 2025 Results IRVING, TEXAS, August 14, 2025 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried dried candy and treat industry, is reporting financial and operating results for the six months ended June 30, 2025. “The second quarter marked a meaningful turning point for Sow Good,” said Claudia Goldfarb, CEO of |
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| August 14, 2025 |
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): August 14, 2025 SOW GOOD INC. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42037 SOW GOOD INC. |
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| August 5, 2025 |
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): August 5, 2025 SOW GOOD INC. |
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| August 5, 2025 |
Exhibit 10.1 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 202, by and between Sow Good Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company believes that, in order to attract and retain highly qualified persons to serve as directors or in other capacities, including as officers, it must provide such persons with |
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| August 5, 2025 |
Sow Good Appoints Candy Industry Veteran Jeff Rubin to Board of Directors Exhibit 99.1 Sow Good Appoints Candy Industry Veteran Jeff Rubin to Board of Directors IRVING, TEXAS, August 5, 2025 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze dried candy and treat industry, today announced the appointment by its board of directors (the “Board”) of Jeff Rubin as a member of the Board, effective August 1, 2025, filling a Board vacancy |
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| June 16, 2025 |
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): June 13, 2025 SOW GOOD INC. |
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| June 10, 2025 |
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): June 5, 2025 SOW GOOD INC. |
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| June 10, 2025 |
Exhibit 99.1 Sow Good Inc. Appoints Donna Guy as Chief Financial Officer Experienced Financial Strategist to Lead Finance Function Through Next Phase of Growth IRVING, TEXAS, June 10, 2025 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze dried candy and treat industry, today announced the appointment of Donna Guy, CPA, as Chief Financial Officer, effective |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 27, 2025 SOW GOOD INC. (Exact name of registrant as specified in its charter) Delaware 001-42037 27-2345075 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 20, 2025 |
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): May 14, 2025 SOW GOOD INC. |
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| May 14, 2025 |
Sow Good Reports First Quarter 2025 Results Exhibit 99.1 Sow Good Reports First Quarter 2025 Results IRVING, TEXAS, May 14, 2025 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried dried candy and treat industry, is reporting financial and operating results for the three months ended March 31, 2025. “We’re encouraged by the progress we made in the first quarter of 2025, particularly the successful |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42037 SOW GOOD INC. |
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| May 14, 2025 |
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): May 14, 2025 SOW GOOD INC. |
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| April 30, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933 For the transition period from to Commission file number 001-42037 SOW GOOD INC. (Exact name of registrant |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme |
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| April 30, 2025 |
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): April 28, 2025 SOW GOOD INC. |
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| April 30, 2025 |
Form of Senior Convertible Promissory Note THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme |
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| April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme |
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| April 4, 2025 |
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): March 31, 2025 SOW GOOD INC. |
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| March 27, 2025 |
Sow Good Insider Trading Policy INSIDER TRADING POLICY Effective as of May 1, 2024 Table of Contents Page Section 1. |
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| March 27, 2025 |
Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933 For the transition period from to Commission file number 001-42037 SOW GOOD INC. (Exact n |
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| March 27, 2025 |
Exhibit 4.2 DESCRIPTION OF SECURITIES General Our Articles of Incorporation authorize us to issue up to 520,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share, of which 5,603,083 shares of common stock and no shares of preferred stock were issued and outstanding as of Se |
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| March 27, 2025 |
Policy for Recovery of Erroneously Awarded Incentive Compensation SOW GOOD INC. Policy for RECOVERY OF ERRONEOUSLY AWARDED Incentive Compensation (Adopted March 8, 2024) 1. INTRODUCTION Sow Good Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy is administered by |
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| March 25, 2025 |
Sow Good Reports Fourth Quarter 2024 Results Exhibit 99.1 Sow Good Reports Fourth Quarter 2024 Results IRVING, TEXAS, March 21, 2025 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried dried candy and treat industry, is reporting financial and operating results for fourth quarter and the full year ended December 31, 2024. "2024 was a pivotal year for Sow Good," said CEO Claudia Goldfarb. "Building |
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| March 25, 2025 |
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): March 21, 2025 SOW GOOD INC. |
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| December 23, 2024 |
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): December 18, 2024 SOW GOOD INC. |
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| November 21, 2024 |
NEEDHAM & COMPANY, LLC 250 Park Avenue New York, New York 10177 NEEDHAM & COMPANY, LLC 250 Park Avenue New York, New York 10177 November 21, 2024 VIA EDGAR U. |
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| November 20, 2024 |
SOW GOOD INC. 1440 N Union Bower Road Irving, TX 75061 SOW GOOD INC. 1440 N Union Bower Road Irving, TX 75061 November 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street N.E. Washington, D.C. 20549 Attn: Eranga Dias Re: Sow Good Inc. Registration Statement on Form S-3 File No. 333-283240 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, |
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| November 20, 2024 |
November 20, 2024 Claudia Goldfarb Chief Executive Officer Sow Good Inc. 1440 N Union Bower Rd Irving, TX 75061 Re: Sow Good Inc. Registration Statement on Form S-3 Filed November 14, 2024 File No. 333-283240 Dear Claudia Goldfarb: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. |
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| November 19, 2024 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42037 SOW GOOD INC. |
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| November 14, 2024 |
Sow Good Reports Third Quarter 2024 Results Exhibit 99.1 Sow Good Reports Third Quarter 2024 Results IRVING, TEXAS, November 14, 2024 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried dried candy and treat industry, is reporting financial and operating results for the third quarter ended September 30, 2024. “We are pleased to announce that our sixth freeze dryer is operational and that we were a |
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| November 14, 2024 |
As filed with the Securities and Exchange Commission on November 14, 2024. As filed with the Securities and Exchange Commission on November 14, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Delaware 27-2345075 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ |
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| November 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2024 SOW GOOD INC. |
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| November 14, 2024 |
Exhibit 1.2 Sow Good Inc. Shares of Common Stock SALES AGREEMENT November 14, 2024 Needham & Company, LLC 250 Park Avenue New York, New York 10177 Ladies and Gentlemen: Sow Good Inc., a Delaware corporation (the “Company”), confirms as follows its agreements with Needham & Company, LLC (“Needham” or the “Sales Agent”). 1. Issuance and Sale of Shares. (a) On the basis of the representations, warran |
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| November 14, 2024 |
Exhibit 4.6 SOW GOOD INC. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 3 Section 1.3. Incorporation by Reference of Trust Indenture Act. 3 Section 1.4. Rules of Construction. 4 Article II THE SECURITIES 4 Section 2.1. Issuable in Series. 4 Section 2.2. Establishment o |
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| November 14, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forw |
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| October 31, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per |
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| October 31, 2024 |
As filed with the Securities and Exchange Commission on October 31, 2024 S-8 1 sowg-20241031.htm S-8 As filed with the Securities and Exchange Commission on October 31, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sow Good Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 27-2345075 (State or other jurisdiction of incorporation or or |
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| September 18, 2024 |
Sow Good Inc. 1440 N Union Bower Rd Irving, TX 75061 RW 1 formrwseptember2024.htm RW Sow Good Inc. 1440 N Union Bower Rd Irving, TX 75061 September 18, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Re: Sow Good Inc. Request to Withdraw Registration Statement on Form S-1 Filed on November 21, 2023 File No. 333-275688 Ladies and Gentlemen: Pursuant |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42037 SOW GOOD INC. |
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| August 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 14, 2024 SOW GOOD INC. |
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| August 14, 2024 |
Exhibit 99.1 Sow Good Reports Strong Second Quarter 2024 Results - Q2 Revenue Increased 37% Sequentially to $15.6 Million, Driving Net Income of $3.3 Million or $0.29 per Diluted Share - IRVING, TEXAS, August 14, 2024 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried dried candy and treat industry, is reporting financial and operating results for the s |
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| August 12, 2024 |
SOWG / Sow Good Inc. / Fischer Benno - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3) SOW GOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 84612H106 (CUSIP Number) June 30, 2024 (Date of Event Which Requires Filing of |
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| May 31, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): May 30, 2024 SOW GOOD INC. |
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| May 29, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): May 22, 2024 SOW GOOD INC. |
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| May 29, 2024 |
Industrial Lease by and between the Company and USCIF Pinnacle Building B LLC, dated May 22, 2024 Exhibit 10.1 INDUSTRIAL LEASE by and between USCIF PINNACE BUILDING B LLC (“Landlord”) and SOW GOOD INC. (“Tenant”) Dated as of May 22, 2024 (the "Effective Date") TABLE OF CONTENTS 1. COMMENCEMENT.............................................................................................................................4 2. BASE RENT AND LETTER OF CREDIT........................................... |
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| May 29, 2024 |
Exhibit 99.1 Sow Good Signs Lease for New Distribution Facility in Dallas, Texas New 324,000 sq. ft. Facility Expected to Significantly Increase In-House Production Capacity Dallas Facility Expected to House All Incoming Additional Freeze Driers IRVING, TEXAS, May 29, 2024 – Sow Good, Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried candy and treat industry, pro |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42037 SOW GOOD INC. |
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| May 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 15, 2024 SOW GOOD INC. |
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| May 15, 2024 |
Exhibit 99.1 Sow Good Reports Strong First Quarter 2024 Results - Q1 Revenue Increased 20% Sequentially to $11.4 Million - - Commenced Trading on Nasdaq on May 2, 2024, Marking Key Corporate Milestone - IRVING, TEXAS, May 15, 2024 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze dried candy and treat industry, is reporting financial and operating results fo |
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| May 10, 2024 |
SOWG / Sow Good Inc. / Fischer Benno - SC 13G/A Passive Investment SC 13G/A 1 bennofischer3.31.2413.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2) SOW GOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 84612H106 (CUSIP Number) March 31 |
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| May 9, 2024 |
Sow Good Announces Exercise of Overallotment Option from Public Offering Sow Good Announces Exercise of Overallotment Option from Public Offering IRVING, Texas, May 9, 2024 - Sow Good Inc. |
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| May 9, 2024 |
Financial Statements and Exhibits, Other Events 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): May 9, 2024 SOW GOOD INC. |
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| May 3, 2024 |
1,200,000 Shares SOW GOOD INC. Common Stock 424B4 1 424prospectus.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-277042 1,200,000 Shares SOW GOOD INC. Common Stock This is a public offering of shares of common stock, par value $0.001 per share (“common stock”) of Sow Good Inc. We are offering 1,200,000 shares of our common stock. The public offering price is $10.00 per share. Our common stock was previousl |
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| May 2, 2024 |
Financial Statements and Exhibits, Other Events 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): May 2, 2024 SOW GOOD INC. |
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| May 2, 2024 |
Sow Good Announces Nasdaq Uplisting and Pricing of $12 Million Public Offering Sow Good Announces Nasdaq Uplisting and Pricing of $12 Million Public Offering IRVING, Texas, May 2, 2024 - Sow Good Inc. |
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| May 2, 2024 |
The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations May 2, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on April 29, 2024, The Nasdaq Stock Market LLC (the "Exchange") received fro |
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| April 29, 2024 |
April 29, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sow Good Inc. Registration Statement on Form S-1 File No. 333-277042 Acceleration Request Requested Date: May 1, 2024 Requested Time: 4:30 p.m., New York Time Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sow Good Inc. |
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| April 29, 2024 |
April 29, 2024 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
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| April 29, 2024 |
April 29, 2024 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
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| April 25, 2024 |
Table of Contents Registration No. 333-277042 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2034 (Primary Standard Industrial Classification Code Num |
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| April 25, 2024 |
DLA Piper LLP (US) 303 Colorado Street, Suite 3000 Austin, TX, 78701 www.dlapiper.com Drew Valentine [email protected] T (512) 457-7019 April 25, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Charles Eastman Hugh West Sarah Sidwell Jay Ingram Re: Sow Good Inc. Registrati |
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| April 22, 2024 |
Form of Representative Warrant Exhibit 4.8 UNDERWRITER WARRANT PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. Sow good inc. Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: ● (“Issuan |
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| April 22, 2024 |
Form of Underwriting Agreement Exhibit 1.1 SOW GOOD INC. UNDERWRITING AGREEMENT [●] Shares of Common Stock [ ], 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Sow Good Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and |
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| April 22, 2024 |
DLA Piper LLP (US) 303 Colorado Street, Suite 3000 Austin, TX, 78701 www.dlapiper.com Drew Valentine [email protected] T (512) 457-7019 April 22, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Charles Eastman Hugh West Sarah Sidwell Jay Ingram Re: Sow Good Inc. Registrati |
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| April 22, 2024 |
Table of Contents Registration No. 333-277042 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2034 (Primary Standard Industrial Classification Code Num |
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| April 19, 2024 |
U.S.SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K ☒ ☒ANNUALREPORTUNDERSECTION13OR15(D)OF THESECURITIESEXCHANGEACTOF1934 or ☐ ☐TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OF THESECURITIESEXCHANGEACTOF1933 Forthefiscalyearended:December31,2023 Commission file number 000-53952 SOWGOODINC. (Exact name of registrant as specifiedinits charter) Delaware 27-2345075 (StateofIncorporation) (I. |
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| April 19, 2024 |
United States securities and exchange commission logo April 19, 2024 Claudia Goldfarb Chief Executive Officer Sow Good Inc. |
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| April 19, 2024 |
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): April 15, 2024 SOW GOOD INC. |
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| April 19, 2024 |
Form of Amendment to Promissory Note Exhibit 10.1 AMENDMENT TO [] Promissory NOTE This Amendment (this “Amendment”) to [] Promissory Note dated as of [] (the “Note”) is entered into as of April , 2024 by and among Sow Good Inc., a Delaware corporation (the “Company”) and [] (“Holder”). The Company and Holder are sometimes collectively referred to herein as the “Parties.” Unless otherwise specified herein, capitalized terms used but n |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stateme |
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| April 16, 2024 |
Table of Contents Registration No. 333-277042 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2034 (Primary Standard Industrial Classification Code Num |
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| April 16, 2024 |
DLA Piper LLP (US) 303 Colorado Street, Suite 3000 Austin, TX, 78701 www.dlapiper.com Drew Valentine [email protected] T (512) 457-7019 April 16, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Charles Eastman Hugh West Sarah Sidwell Jay Ingram Re: Sow Good Inc. Registrati |
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| April 16, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock $0.001 par value per share Rule 457(o) $ 17,250,000 (1)(2) $ 0.00014760 $ 2,546.10 |
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| April 16, 2024 |
Financial Statements and Exhibits, Other Events 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): April 16, 2024 SOW GOOD INC. |
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| April 16, 2024 |
Sow Good Announces Proposed Public Offering of Common Stock Exhibit 99.1 Sow Good Announces Proposed Public Offering of Common Stock IRVING, Texas, April 16, 2024 - Sow Good Inc. (OTCQB: SOWG), a trailblazer in the freeze dried candy and treat industry, announced that it has commenced an underwritten public offering for expected gross proceeds of approximately $15 million. The Company also expects to grant the underwriters a 30-day option to purchase up to |
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| April 15, 2024 |
Employment Agreement, dated April 12, 2024, between Brendon Fischer and Sow Good Inc. Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 15, 2024 (the “Effective Date”), is made by and between Sow Good, Inc., a Delaware corporation (the “Company”), and Brendon Fischer (the “Employee”). RECITALS WHEREAS, this Agreement is being entered into by and among the Company and the Employee; WHEREAS, the Company desires to employ the Employee, an |
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| April 15, 2024 |
Code of Business Conduct and Ethics Exhibit 14.1 SOw Good INC. CODE OF BUSINESS CONDUCT AND ETHICS Introduction It is the general policy of Sow Good Inc. (the “Company”) to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws. In carrying out this policy, the Company has adopted the following Code of Business Conduct and Ethics (this “Co |
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| April 15, 2024 |
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): April 11, 2024 SOW GOOD INC. |
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| April 9, 2024 |
United States securities and exchange commission logo April 9, 2024 Claudia Goldfarb Chief Executive Officer Sow Good Inc. |
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| April 2, 2024 |
Sow Good Appoints Brendon Fischer as Interim Chief Financial Officer Exhibit 99.1 Sow Good Appoints Brendon Fischer as Interim Chief Financial Officer IRVING, Texas, April 2, 2024 — Sow Good Inc. (OTCQB: SOWG) ("Sow Good" or “the Company”), a trailblazer in the freeze dried candy and treat industry, announced today that Brendon Fischer has been appointed as the Company’s interim chief financial officer (CFO), following the resignation of the Company’s former CFO, K |
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| April 2, 2024 |
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): April 2, 2024 SOW GOOD INC. |
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| March 29, 2024 |
Sow Good Announces $3.7M Private Placement Exhibit 99.1 Sow Good Announces $3.7M Private Placement IRVING, Texas, March 28, 2024 - Sow Good Inc. (OTCQB: SOWG), a trailblazer in the freeze dried candy and treat industry, announced today the successful completion of a $3.738M private placement raised from 515,597 newly issued shares. The share price of $7.25 represents an 11.5% premium to Sow Good’s last equity raise in November 2023. Sow Go |
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| March 29, 2024 |
Financial Statements and Exhibits, Other Events 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): March 28, 2024 SOW GOOD INC. |
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| March 27, 2024 |
DLA Piper LLP (US) 303 Colorado Street, Suite 3000 Austin, TX, 78701 www.dlapiper.com Drew Valentine [email protected] T (512) 457-7019 March 27, 2024 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Charles Eastman Hugh West Sarah Sidwell Jay Ingram Re: Sow Good Inc. Registrati |
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| March 27, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(o) $ $ 1 |
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| March 27, 2024 |
Table of Contents Registration No. 333-277042 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2034 (Primary Standard Industrial Classification Code Num |
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| March 22, 2024 |
Form of Common Stock Certificate of Sow Good Inc. Exhibit 4.1 |
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| March 22, 2024 |
Exhibit 99.1 Sow Good Reports Strong Fourth Quarter and Full Year 2023 Results - Q4 Revenue Increased 89% Sequentially to a Record $9.5 Million, Driven by Ongoing Customer Demand Strength - - Revenue for the Full Year 2023 Increased to $16.1 Million Compared to $428.1k in 2022 - IRVING, TEXAS, March 22, 2024 – Sow Good Inc. (OTCQB: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze d |
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| March 22, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 22, 2024 Sow Good Inc. (Exact name of registrant as specified in its charter) Delaware 000-53952 27-2345075 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 22, 2024 |
Policy for Recovery of Erroneously Awarded Incentive Compensation Exhibit 97.1 SOW GOOD INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION 1. INTRODUCTION Sow Good Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy is administered by the Compen |
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| March 22, 2024 |
Exhibit 4.2 DESCRIPTION OF SECURITIES General Our Articles of Incorporation authorize us to issue up to 520,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share, of which 5,603,083 shares of common stock and no shares of preferred stock were issued and outstanding as of Se |
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| March 22, 2024 |
Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933 For the fiscal year ended: December 31, 2023 Commission file number 000-53952 SOW GOOD INC. (Exact name of registrant as specified in |
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| March 19, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 19, 2024 Sow Good Inc. (Exact name of registrant as specified in its charter) Delaware 000-53952 27-2345075 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 19, 2024 |
Investor presentation dated March 2024. Exhibit 99.1 |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 8, 2024 Sow Good Inc. (Exact name of registrant as specified in its charter) Delaware 000-53952 27-2345075 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 8, 2024 |
United States securities and exchange commission logo March 8, 2024 Claudia Goldfarb Chief Executive Officer Sow Good Inc. |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 2, 2024 Sow Good Inc. (Exact name of registrant as specified in its charter) Delaware 000-53952 27-2345075 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 22, 2024 |
Form of 2024 Restricted Stock Agreement Exhibit 10.3 SOW GOOD, INC. 2024 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT The Plan and Other Agreements The Restricted Shares that you are receiving are granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference. Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan. The attac |
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| February 22, 2024 |
Exhibit 3.1 |
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| February 22, 2024 |
Exhibit 10.4 SOW GOOD, INC. 2024 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT The Plan and Other Agreements The RSUs that you are receiving are granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference. Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan. The attached Noti |
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| February 22, 2024 |
Form of 2024 Stock Option Agreement Exhibit 10.2 SOW GOOD, INC. 2024 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT The Plan and Other Agreements The Option that you are receiving is granted pursuant and subject in all respects to the applicable provisions of the Plan, which is incorporated herein by reference. Capitalized terms not defined in this Agreement will have the meanings ascribed to them in the Plan. The attached Notice of St |
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| February 22, 2024 |
-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 15, 2024 Sow Good Inc. (Exact name of registrant as specified in its charter) Delaware 000-53952 27-2345075 (State or other jurisdiction of incorporation) (Commission |
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| February 22, 2024 |
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 |
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| February 22, 2024 |
Plan of Conversion of Sow Good Inc Exhibit 2.1 PLAN OF CONVERSION OF SOW GOOD INC. (A Nevada corporation) INTO SOW GOOD INC. (A Delaware corporation) February 15, 2024 This Plan of Conversion (this “Plan”) is adopted by Sow Good Inc., a Nevada corporation (the “Converting Entity”), to convert into Sow Good Inc., a Delaware corporation (the “Converted Entity,” and together with the Converting Entity, the “Constituent Entities”), pur |
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| February 22, 2024 |
Exhibit 3.3 CERTIFICATE OF INCORPORATION OF SOW GOOD INC. ARTICLE I The name of the corporation is Sow Good Inc. (the “Corporation”). ARTICLE II The registered agent and the address of the registered office in the State of Delaware are: The Corporation Trust Company, 1209 Orange St., Corporation Trust Center, Wilmington, New Castle County, DE 19801 ARTICLE III The purpose of the Corporation is to |
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| February 22, 2024 |
Exhibit 3.4 AMENDED AND RESTATED B Y L A W S OF SOW GOOD INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE 1 Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE 2 Meeting of Stockholders 1 2.1 Place of Meeting 1 2.2 Annual Meeting. 1 2.3 Advance Notice of Business to be Brought Before a Meeting. 2 2.4 Advance Notice of Nominations for Election of Directors at a Meeting. 5 2.5 |
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| February 22, 2024 |
Sow Good Inc. 2024 Stock Incentive Plan, dated February 14, 2024 Exhibit 10.1 SOW GOOD, INC. 2024 STOCK INCENTIVE PLAN Effective Date: February 15, 2024 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) “2012 Plan” 1 (b) “2016 Plan” 1 (c) “2018 Plan” 1 (d) “2020 Plan”. 1 (e) “Affiliate” 1 (f) “Award” 1 (g) “Award Agreement” 1 (h) “Board of Directors” or “Board” 1 (i) “Cash-Based Award” 1 (j) “Change in Control” 1 (k) “ |
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| February 13, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Sow Good Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock Rule 457(o) $ $ 1 |
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| February 13, 2024 |
Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 2034 (Primary Standard Industrial Classification Code Number) 27-2345075 (I.R. |
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| January 29, 2024 |
SOWG / Sow Good Inc. / Fischer Benno - SCHEDULE 13G/A Passive Investment SC 13G/A 1 bf20240124sc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1) SOW GOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 84612H106 (CUSIP Number) December |
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| January 25, 2024 |
Exhibit 10.1 SUBLEASE AGREEMENT (THE "AGREEMENT") CONCLUDED BETWEEN THE COMPANY DENOMINATED PAPSA MERX S. DE R.L. DE C.V., REPRESENTED IN THIS ACT BY MS. MARTHA ELVA SEPULVEDA ELIZONDO, HEREAFTER THE "SUBLESSOR", AND BY THE COMPANY DENOMINATED SOW GOOD, INC., IN THIS ACT REPRESENTED BY CLAUDIA GOLDFARB, HEREAFTER THE "SUBLESSEE", PER THE FOLLOWING STATEMENTS AND CLAUSES: CONTRATO DE SUBARRENDAMIEN |
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| January 25, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 19, 2024 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 Numbe |
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| January 25, 2024 |
Amendment to 2020 Stock Incentive Plan, dated January 9, 2023 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☒ Definitive Information Statement ☐ Confidential, for Use of the |
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| January 19, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☒ Definitive Information Statement ☐ Confidential, for Use of the |
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| January 16, 2024 |
Sow Good Releases Strong Preliminary Fourth Quarter and Full Year 2023 Results Exhibit 99.1 Sow Good Releases Strong Preliminary Fourth Quarter and Full Year 2023 Results IRVING, Texas, Jan. 16, 2024 — Sow Good Inc. (OTCQB: SOWG) ("Sow Good" or “the Company”), a trailblazer in the freeze dried candy and treat industry, is announcing selected preliminary unaudited financial results for the fourth quarter and full year ended December 31, 2023. Preliminary Fourth Quarter and Fu |
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| January 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 16, 2024 SOW GOOD INC. |
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| January 11, 2024 |
Employment Agreement, dated December 1, 2023, between Keith Terreri and Sow Good Inc. Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 1, 2023 (the “Effective Date”), is made by and between Sow Good, Inc., a Delaware corporation (the “Company”), and Keith Terreri (the “Employee”). RECITALS WHEREAS, this Agreement is being entered into by and among the Company and the Employee; WHEREAS, the Company desires to employ the Employee, an |
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| January 11, 2024 |
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 5, 2024 SOW GOOD INC. |
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| January 9, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Definitive Information Statement ☐ Confidential, for Use of the |
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| December 20, 2023 |
Exhibit 10.2 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is entered into on December 15, 2023 (“Effective Date”) by and between Claudia Goldfarb (“Employee”) and Sow Good, Inc. (the “Company”). WHEREAS, the Company and Employee entered into an employment agreement dated October 1, 2020 (the “Original Agreement”), to employ Employee in the position of Ch |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 15, 2023 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 Numb |
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| December 20, 2023 |
Exhibit 10.1 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is entered into on December 15, 2023 (“Effective Date”) by and between Ira Goldfarb (“Employee”) and Sow Good, Inc. (the “Company”). WHEREAS, the Company and Employee entered into an employment agreement dated October 1, 2020 (the “Original Agreement”), to employ Employee in the position of Execut |
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| November 21, 2023 |
Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOW GOOD INC. (Exact name of registrant as specified in its charter) Nevada 2034 27-2345075 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R. |
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| November 21, 2023 |
Offer Letter dated November 13, 2023 Exhibit 10.1 Dear Keith Terreri, November 13, 2023 We are very pleased to offer you a position with Sow Good, Inc., as our Chief Financial Officer. Your start date would be December 4th,2023. Your core responsibilities would be all CFO Functions typical for a business our size. Your compensation package is as follows: Base Salary: $270,000 Bonus: Up to 25% of salary based on Financial, Reporting, |
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| November 21, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sow Good Inc. |
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| November 21, 2023 |
Sow Good Announces $2.8M Private Placement and Hiring of Chief Financial Officer Exhibit 99.1 Sow Good Announces $2.8M Private Placement and Hiring of Chief Financial Officer IRVING, Texas, November 21, 2023 – Sow Good Inc. (OTCQB: SOWG), a trailblazer in the freeze-dried candy and treat industry, announced today the successful completion of a $2.77M private placement raised from 426,288 newly issued shares. The share price of $6.50 represents a 30% premium to Sow Good’s last |
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| November 21, 2023 |
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): November 20, 2023 SOW GOOD INC. |
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| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 14, 2023 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 Numb |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 14, 2023 |
Exhibit 99.1 Sow Good Reports Third Quarter 2023 Results - Q3 Revenue Increased to $5.0 Million Compared to $87.7k in the Year-Ago Quarter, Driven by Accelerating Demand for Freeze-Dried Candy Products - - Continued Construction on Three Additional Freeze Driers to Bolster Production Capacity Expansion - - Increased Distribution Footprint Through Leasing a 51,000 Square Foot Warehouse in Irving, T |
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| October 31, 2023 |
Lease Agreement by and between Prologis, Inc. and the Company, dated October 26, 2023 Exhibit 10.1 THIS LEASE is made between Landlord and Tenant as of the Effective Date below. 1. Defined Terms. a) Effective Date: 26 October 2023 b) Landlord: PROLOGIS, a Maryland real estate investment trust c) Landlord Notice Address: Prologis 2021 McKinney Avenue Suite 1050 Dallas, Texas 75201 With copy to: Prologis Attn. General Counsel 1800 Wazee Street Suite 500 Denver, CO 80202 d) Tenant: SO |
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| October 31, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 26, 2023 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 Numbe |
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| September 6, 2023 |
Financial Statements and Exhibits, Other Events 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): September 6, 2023 SOW GOOD INC. |
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| September 6, 2023 |
Sow Good Announces $3.7M Private Placement, New Market Penetration Exhibit 99.1 Sow Good Announces $3.7M Private Placement, New Market Penetration IRVING, Texas, September 6, 2023 – Sow Good Inc., a trailblazer in the freeze-dried candy industry, announced today the successful completion of a $3.7M private placement raised from 735,000 newly issued shares. The share price of $5.00 represents an 18% premium to Sow Good’s last equity raise in 2021. Sow Good is thri |
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| August 30, 2023 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) dated August 25, 2023 (the “Closing Date”) is entered into by and among Sow Good Inc., a Nevada corporation (the “Company”) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectively the “Purchasers”). WHEREAS, subject to the terms |
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| August 30, 2023 |
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): August 25, 2023 SOW GOOD INC. |
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| August 29, 2023 |
GRMN / Garmin Ltd / Fischer Benno - SCHEDULE 13G Passive Investment 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 |
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| August 23, 2023 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): August 23, 2023 SOW GOOD INC. |
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| August 23, 2023 |
Letter to Securities and Exchange Commission from M&K CPAS, PLLC, dated August 23, 2023 Exhibit 16.1 August 23, 2023 Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Sow Good Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K filing of Sow Good, Inc. dated August 23, 2023. We agree with the statements concerning our |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53952 SOW GOOD |
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| June 22, 2023 |
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): June 22, 2023 SOW GOOD INC. |
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| June 22, 2023 |
Sow Good Inc. Exceeds Expectations in Freeze Dried Candy Market Debut Exhibit 99.1 Sow Good Inc. Exceeds Expectations in Freeze Dried Candy Market Debut IRVING, TX June 22, 2023 – Sow Good Inc. is thrilled to share that its newly launched freeze dried candy line has performed exceptionally well, with sales already exceeding $1 million. Surpassing projected growth and demand trajectories, Sow Good has firmly established itself as a frontrunner in the freeze dried can |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53952 SOW GOOD |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐Transition Report on Form 10-Q For the Transition Period |
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| May 15, 2023 |
Exhibit 10.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) dated May 11, 2023 (the “Closing Date”) is entered into by and among Sow Good Inc., a Nevada corporation (the “Company”) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectively the “Purchasers”). WHEREAS, su |
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| May 15, 2023 |
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): May 11, 2023 SOW GOOD INC. |
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| May 15, 2023 |
Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGI |
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| May 15, 2023 |
Form of May 2023 Promissory Note Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEM |
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| May 15, 2023 |
Sow Good, Inc. Announces Freeze Dried Candy Launch & Increased Production Capacity May 11, 2023 Exhibit 99.1 Sow Good, Inc. Announces Freeze Dried Candy Launch & Increased Production Capacity May 11, 2023 Irving, Texas, May 11, 2023 — Sow Good, Inc. (OTCQB:SOWG) announced its entry into the freeze dried candy space and the addition of two additional freeze driers. We believe these additions increase annual production capacity to approximately $35 million. Sow Good’s increased capacity allows |
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| May 12, 2023 |
SOWG / Sow Good Inc / Fischer Benno - SCHEDULE 13G (INITIAL FILING) Passive Investment SC 13G 1 sowg-sc13g05122023.htm SCHEDULE 13G (INITIAL FILING) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Initial Filing)* SOW GOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 84612H106 (CUSIP N |
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| May 1, 2023 |
Exhibit 10.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) dated April 25 2023 (the “Closing Date”) is entered into by and among Sow Good Inc., a Nevada corporation (the “Company”) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectively the “Purchasers”). WHEREAS, s |
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| May 1, 2023 |
Form of April 2023 Promissory Note Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEM |
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| May 1, 2023 |
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): April 25, 2023 SOW GOOD INC. |
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| May 1, 2023 |
Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGI |
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| April 14, 2023 |
Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the fiscal year ended: December 31, 2022 Commission file number 000-53952 SOW GOOD INC. (Exact name of registrant as specified in its charter) Nevada 27-2345075 (State of Incorporation) (I.R.S. Employer Identification No.) |
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| April 3, 2023 |
UNITED STATES SECURITIES ANDEXCHANGECOMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires:April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-200529 CUSIP NUMBER 68248W 108 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31 |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53952 SOW |
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| August 25, 2022 |
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): August 23, 2022 SOW GOOD INC. |
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| August 25, 2022 |
Exhibit 10.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) dated August 23, 2022 (the “Closing Date”) is entered into by and among Sow Good Inc., a Nevada corporation (the “Company”) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectively the “Purchasers”). WHEREAS, |
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| August 25, 2022 |
Form of August 2022 Common Stock Warrant Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGI |
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| August 25, 2022 |
Form of August 2022 Promissory Note Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEM |
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| August 25, 2022 |
Exhibit 10.3 FIRST AMENDMENT TO APRIL 2022 PROMISSORY NOTES This Amendment, effective as of August 23, 2022 (this "Amendment") amends those certain Promissory Notes, issued April 8, 2022 by Sow Good, Inc. (the "Company") to certain Note Holders, in the aggregate original principal amount of Three Million Seven Hundred Thousand Dollars ($3,700,000.00) (the "Notes"). Capitalized terms used and not o |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53952 SOW GOOD |
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| July 26, 2022 |
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): July 22, 2022 SOW GOOD INC. |
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| May 26, 2022 |
Financial Statements and Exhibits, Other Events 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): May 26, 2022 SOW GOOD INC. |
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| May 26, 2022 |
Sow Good, Inc. Announces Expansion of Production Capacity and North American Distribution Exhibit 99.1 Sow Good, Inc. Announces Expansion of Production Capacity and North American Distribution May 26, 2022 Irving, Texas, May 26, 2022 — Sow Good, Inc. (OTCQB: SOWG) announced its successful capital raise of $3.7 million (further details available in 8-K filed on 4/14/22), primarily for the construction of the company’s second and third freeze driers. The additional two freeze driers are |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2022 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53952 SOW GOOD |
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| May 3, 2022 |
Separation Agreement and Release, dated May 3, 2022, between Brad Burke and Sow Good Inc. Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This SEPARATION AGREEMENT AND RELEASE (?Agreement?) is made and entered into by and between BRAD BURKE (?Employee?) and SOW GOOD INC. (the ?Company?). 1. Separation Payment and Vesting of Options. In consideration for the mutual promises exchanged herein and subject to the conditions in this Agreement and provided Employee has not exercised his/her res |
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| May 3, 2022 |
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): April 30, 2022 SOW GOOD INC. |
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| April 14, 2022 |
Form of April 2022 Promissory Note Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEM |
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| April 14, 2022 |
Form of April 2022 Common Stock Warrant Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGI |
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| April 14, 2022 |
Exhibit 10.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this ?Agreement?) dated April 8, 2022 (the ?Closing Date?) is entered into by and among Sow Good Inc., a Nevada corporation (the ?Company?) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a ?Purchaser,? and collectively the ?Purchasers?). WHEREAS, s |
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| April 14, 2022 |
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): April 8, 2022 SOW GOOD INC. |
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| April 12, 2022 |
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): April 11, 2022 SOW GOOD INC. |
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| March 29, 2022 |
Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193 For the transition period from to For the fiscal year ended: December 31, 2021 Commission file number 000-53952 SOW GOOD INC. (Exact na |
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| March 29, 2022 |
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): March 28, 2022 SOW GOOD INC. |
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| January 4, 2022 |
Form of Note and Warrant Purchase Agreement Exhibit 10.1 NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this ?Agreement?) dated December 31, 2021 (the ?Closing Date?) is entered into by and among Sow Good Inc., a Nevada corporation (the ?Company?) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a ?Purchaser,? and collectively the ?Purchasers?). WHEREA |
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| January 4, 2022 |
Exhibit 10.2 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEM |
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| January 4, 2022 |
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): December 31, 2021 SOW GOOD INC. |
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| January 4, 2022 |
Exhibit 4.1 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGI |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53952 SOW |
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| September 7, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Definitive Information Statement ? Confidential, for Use of the |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended June 30, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53952 SOW GOOD |
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| July 7, 2021 |
Sow Good Inc. Completes Second Successful Fundraising EXHIBIT 99.1 Sow Good Inc. Completes Second Successful Fundraising Jul 7, 2021 Irving, Texas, July 07, 2021 ? Sow Good Inc. today announced the successful completion of a more than $3.0M private placement raised from 714,701 newly issued shares. The share price of $4.25 represents a 6% premium to Sow Good?s private placement earlier this year. Investors in the private placement included Sow Good?s |
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| July 7, 2021 |
EX-10.1 2 sowgoodex1001.htm STOCK PURCHASE AGREEMENT EXHIBIT 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) dated June 30, 2021 (the “Closing Date”) is entered into by and among Sow Good Inc., a Nevada corporation (the “Company”) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectivel |
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| July 7, 2021 |
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): July 2, 2021 SOW GOOD INC. |
