SOWG / Sow Good Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Sow Good Inc.

Statistik Asas
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)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
August 27, 2025 424B3

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

August 25, 2025 S-1/A

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.

August 19, 2025 EX-FILING FEES

Filing Fee Table

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

August 19, 2025 S-1

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.

August 14, 2025 EX-99.1

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

August 14, 2025 10-Q

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.

August 14, 2025 8-K

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. (Exac

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.

August 5, 2025 EX-10.1

FORM OF INDEMNITY AGREEMENT

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

August 5, 2025 EX-99.1

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

August 5, 2025 8-K

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. (Exact

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.

June 16, 2025 8-K

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. (Exact

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.

June 10, 2025 EX-99.1

Sow Good Inc. Appoints Donna Guy as Chief Financial Officer Experienced Financial Strategist to Lead Finance Function Through Next Phase of Growth

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

June 10, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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.

May 30, 2025 8-K

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

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)

May 20, 2025 8-K

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. (Exact n

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.

May 14, 2025 10-Q

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.

May 14, 2025 8-K

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. (Exact n

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.

May 14, 2025 EX-99.1

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

April 30, 2025 8-K

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. (Exact

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.

April 30, 2025 DEF 14A

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

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

April 30, 2025 EX-10.1

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.

April 30, 2025 DEFA14A

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

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

April 18, 2025 PRE 14A

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

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

April 4, 2025 8-K

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. (Exact

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.

March 27, 2025 EX-19.1

Sow Good Insider Trading Policy

INSIDER TRADING POLICY Effective as of May 1, 2024 Table of Contents Page Section 1.

March 27, 2025 EX-4.2

Description of Securities

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

March 27, 2025 EX-97.1

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

March 27, 2025 10-K

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

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

March 25, 2025 EX-99.1

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

March 25, 2025 8-K

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. (Exact

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.

December 23, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

November 21, 2024 CORRESP

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.

November 20, 2024 CORRESP

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,

November 19, 2024 EX-1

JOINT FILING AGREEMENT

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.

November 14, 2024 S-3

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

November 14, 2024 EX-99.1

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

November 14, 2024 EX-4.6

Form of Indenture.

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

November 14, 2024 10-Q

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.

November 14, 2024 8-K

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.

November 14, 2024 EX-FILING FEES

Filing Fee Table.

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

November 14, 2024 EX-1.2

Sales Agreement, dated as of November 14, 2024, by and between Sow Good Inc. and Needham & Company, LLC

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

October 31, 2024 EX-FILING FEES

Filing Fee Table.

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

October 31, 2024 S-8

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

September 18, 2024 RW

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

August 14, 2024 10-Q

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.

August 14, 2024 EX-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 -

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

August 14, 2024 8-K

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.

August 12, 2024 SC 13G/A

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

May 31, 2024 8-K

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.

May 29, 2024 8-K

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.

May 29, 2024 EX-10.1

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...........................................

May 29, 2024 EX-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

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

May 15, 2024 8-K

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.

May 15, 2024 10-Q

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.

May 15, 2024 EX-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 -

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

May 10, 2024 SC 13G/A

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

May 9, 2024 8-K

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.

May 9, 2024 EX-99.1

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.

May 3, 2024 424B4

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

May 2, 2024 8-K

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.

May 2, 2024 EX-99.1

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.

April 29, 2024 CORRESP

April 29, 2024

April 29, 2024 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

April 29, 2024 CORRESP

[Signature Page Follows]

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”),

April 29, 2024 8-A12B

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

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.

April 29, 2024 CORRESP

April 29, 2024

April 29, 2024 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

April 25, 2024 S-1/A

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)

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

April 25, 2024 CORRESP

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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

April 22, 2024 EX-4.8

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

April 22, 2024 CORRESP

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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

April 22, 2024 S-1/A

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)

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

April 22, 2024 EX-1.1

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

April 19, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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 15, 2024 SOW GOOD INC.

April 19, 2024 EX-10.1

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

April 18, 2024 DEF 14A

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

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

April 18, 2024 DEFA14A

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

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

April 16, 2024 S-1/A

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)

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

April 16, 2024 EX-99.1

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

April 16, 2024 CORRESP

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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

April 16, 2024 8-K

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.

April 16, 2024 EX-FILING FEES

Filing Fee Table

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

April 15, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

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.

April 15, 2024 EX-14.1

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

April 15, 2024 EX-10.1

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

April 2, 2024 EX-99.1

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

April 2, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Shareholder Director Nominations

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.

March 29, 2024 8-K

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.

March 29, 2024 EX-99.1

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

March 27, 2024 S-1/A

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)

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

March 27, 2024 EX-FILING FEES

Filing Fee Table

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

March 27, 2024 CORRESP

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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

March 22, 2024 EX-4.2

Description of Securities

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

March 22, 2024 10-K

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1933 For t

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

March 22, 2024 8-K

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

March 22, 2024 EX-4.1

Form of Common Stock Certificate of Sow Good Inc.

Exhibit 4.1

March 22, 2024 EX-97.1

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

March 22, 2024 EX-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 $

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

March 19, 2024 EX-99.1

Investor presentation dated March 2024.

Exhibit 99.1

March 19, 2024 8-K

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

March 13, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

March 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

February 22, 2024 EX-3.4

Amended and Restated Bylaws

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

February 22, 2024 EX-10.3

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

February 22, 2024 EX-10.4

Form of 2024 RSU Agreement

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

February 22, 2024 EX-3.3

Certificate of Incorporation

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

February 22, 2024 EX-3.2

Certificate of Conversion

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

February 22, 2024 EX-10.2

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

February 22, 2024 EX-2.1

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

February 22, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

-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

February 22, 2024 EX-3.1

Articles of Conversion

Exhibit 3.1

February 22, 2024 EX-10.1

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) “

February 13, 2024 S-1

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)

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.

February 13, 2024 EX-FILING FEES

Filing Fee Table

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

January 29, 2024 SC 13G/A

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

January 25, 2024 DEFR14C

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

January 25, 2024 EX-10.1

Sublease Agreement by and between Papsa Merx S. de R.S. de C.V. and the Company, dated January 19, 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

January 25, 2024 8-K

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

January 19, 2024 DEF 14C

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)

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

January 16, 2024 EX-99.1

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

January 16, 2024 8-K

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.

January 11, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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.

January 11, 2024 EX-10.1

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

January 9, 2024 PRE 14C

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)

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

December 20, 2023 EX-10.2

Amended Executive Employment Agreement, dated December 15, 2023, between Claudia Goldfarb and Sow Good Inc.

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

December 20, 2023 EX-10.1

Amended Executive Employment Agreement, dated December 15, 2023, between Ira Goldfarb and Sow Good Inc.

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

December 20, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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

November 21, 2023 EX-10.1

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,

November 21, 2023 EX-99.1

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

November 21, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sow Good Inc.

November 21, 2023 S-1

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)

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.

November 21, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): November 20, 2023 SOW GOOD INC.

November 14, 2023 8-K

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

November 14, 2023 EX-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

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

November 14, 2023 10-Q

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.

October 31, 2023 8-K

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

October 31, 2023 EX-10.1

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

September 6, 2023 EX-99.1

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

September 6, 2023 8-K

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.

August 30, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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.

August 30, 2023 EX-10.1

Stock Purchase Agreement dated August 25, 2023, by and among the Company and the Purchasers named therein.

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

August 29, 2023 SC 13G

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

August 23, 2023 8-K

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.

August 23, 2023 EX-16.1

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

August 14, 2023 10-Q

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

June 22, 2023 8-K

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. (Exact

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.

June 22, 2023 EX-99.1

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

May 22, 2023 10-Q

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

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

May 15, 2023 EX-10.1

Note and Warrant Purchase Agreement, dated May 11, 2023, by and among the Company and the Purchasers named therein

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

May 15, 2023 8-K

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. (Exact n

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.

May 15, 2023 EX-4.1

Form of 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

May 15, 2023 EX-10.2

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

May 15, 2023 EX-99.1

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

May 12, 2023 SC 13G

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

May 1, 2023 EX-10.2

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

May 1, 2023 EX-10.1

Note and Warrant Purchase Agreement, dated April 25, 2023, by and among the Company and the Purchasers named therein

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

May 1, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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.

May 1, 2023 EX-4.1

Form of 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

April 14, 2023 10-K

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

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.)

April 3, 2023 NT 10-K

UNITED STATES SECURITIES ANDEXCHANGECOMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

November 14, 2022 10-Q

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

August 25, 2022 EX-10.2

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

August 25, 2022 EX-4.1

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

August 25, 2022 EX-10.3

First Amendment to April 2022 Promissory Note, dated August 23, 2022, by and among Sow Good Inc. and the Required Note Holders named therein

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

August 25, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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.

August 25, 2022 EX-10.1

Form of Note and Warrant Purchase Agreement, dated August 23, 2022, by and among Sow Good Inc. and the Purchasers named therein

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,

August 15, 2022 10-Q

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

July 26, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

May 26, 2022 EX-99.1

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

May 26, 2022 8-K

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.

May 13, 2022 10-Q

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

May 3, 2022 EX-10.1

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

May 3, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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.

April 14, 2022 EX-10.1

Form of Note and Warrant Purchase Agreement, dated April 8, 2022, by and among Sow Good Inc. and the Purchasers named therein

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

April 14, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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.

April 14, 2022 EX-4.1

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

April 14, 2022 EX-10.2

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

April 12, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

March 29, 2022 10-K

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193 For th

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

March 29, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

January 4, 2022 EX-10.2

Form of 2021 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

January 4, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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.

January 4, 2022 EX-4.1

Form of 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

January 4, 2022 EX-10.1

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

November 15, 2021 10-Q

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

September 7, 2021 DEF 14C

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)

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

August 16, 2021 10-Q

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

July 7, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): July 2, 2021 SOW GOOD INC.

July 7, 2021 EX-99.1

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

July 7, 2021 EX-10.1

Stock Purchase Agreement, dated July 2, 2021, by and among the Company and the Purchasers named therein

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

May 13, 2021 EX-10.6

Amendment to 2020 Stock Incentive Plan adopted in March 2021

Exhibit 10.6 THIRD AMENDMENT TO SOW GOOD INC. (f/k/a BLACK RIDGE OIL & GAS, INC.) 2020 STOCK INCENTIVE PLAN This document is the Third Amendment to the Sow Good Inc. 2020 Stock Incentive Plan, as amended (the ?Plan?). W I T N E S S E T H WHEREAS, Sow Good Inc., formerly known as Black Ridge Oil & Gas, Inc. (the ?Company?) has established the Plan; and WHEREAS, Section 10.10 of the Plan permits ame

May 13, 2021 10-Q

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, 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

May 13, 2021 EX-10.4

Amendment to 2020 Stock Incentive Plan adopted in October 2020

Exhibit 10.4 AMENDMENT TO BLACK RIDGE OIL & GAS, INC. 2020 STOCK INCENTIVE PLAN This document is the Amendment to the Black Ridge Oil & Gas, Inc. 2020 Stock Incentive Plan, as amended (the ?Plan?). W I T N E S S E T H WHEREAS, Black Ridge Oil & Gas, Inc. (the ?Company?) has established the Plan; and WHEREAS, Section 10.10 of the Plan permits amendment of the Plan by the Board of Directors of the C

May 13, 2021 EX-10.5

Amendment to 2020 Stock Incentive Plan adopted in January 2021

Exhibit 10.5 SECOND AMENDMENT TO BLACK RIDGE OIL & GAS, INC. 2020 STOCK INCENTIVE PLAN This document is the Second Amendment to the Black Ridge Oil & Gas, Inc. 2020 Stock Incentive Plan, as amended (the ?Plan?). W I T N E S S E T H WHEREAS, Black Ridge Oil & Gas, Inc. (the ?Company?) has established the Plan; and WHEREAS, Section 10.10 of the Plan permits amendment of the Plan by the Board of Dire

March 31, 2021 EX-10.19

Employment Agreement, dated October 1, 2020, between Ira Goldfarb and Sow Good Inc.

EXHIBIT 10.19 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is dated as of October 1, 2020 (the ?Effective Date?), and is entered into by and between BLACK RIDGE OIL & GAS INC. (the ?Company?), and Ira Goldfarb (the ?Employee?). W I T N E S S E T H WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company pursu

March 31, 2021 EX-4.14

Description of Securities

EXHIBIT 4.14 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of common stock (“common stock”) of Black Ridge Oil & Gas, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Artic

March 31, 2021 EX-10.20

Amended Employment Agreement, dated January 4, 2021, between Claudia Goldfarb and Sow Good Inc.

EX-10.20 8 sowgoodex1020.htm AMENDED EMPLOYMENT AGREEMENT, DATED JANUARY 4, 2021, BETWEEN CLAUDIA GOLDFARB AND SOW GOOD INC. EXHIBIT 10.20 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) to that certain Employment Agreement dated October 1, 2020 (the “Agreement”) by and between Black Ridge Oil & Gas, Inc. (the “Company”) and Claudia Goldfarb (the “Employee”) is entered into eff

March 31, 2021 EX-10.18

Employment Agreement, dated October 1, 2020, between Claudia Goldfarb and Sow Good Inc.

EX-10.18 6 sowgoodex1018.htm EMPLOYMENT AGREEMENT, DATED OCTOBER 1, 2020, BETWEEN CLAUDIA GOLDFARB AND SOW GOOD INC. EXHIBIT 10.18 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 1, 2020 (the “Effective Date”), and is entered into by and between BLACK RIDGE OIL & GAS INC. (the “Company”), and Claudia Goldfarb (the “Employee”). W I T N E S

March 31, 2021 EX-4.10

Amendment to 2020 Stock Incentive Plan, dated January 4, 2021

EXHIBIT 4.10 SECOND AMENDMENT TO BLACK RIDGE OIL & GAS, INC. 2020 STOCK INCENTIVE PLAN This document is the Second Amendment to the Black Ridge Oil & Gas, Inc. 2020 Stock Incentive Plan, as amended (the ?Plan?). W I T N E S S E T H WHEREAS, Black Ridge Oil & Gas, Inc. (the ?Company?) has established the Plan; and WHEREAS, Section 10.10 of the Plan permits amendment of the Plan by the Board of Dire

March 31, 2021 EX-10.21

Amended Employment Agreement, dated January 4, 2021, between Ira Goldfarb and Sow Good Inc.

EX-10.21 9 sowgoodex1021.htm AMENDED EMPLOYMENT AGREEMENT, DATED JANUARY 4, 2021, BETWEEN IRA GOLDFARB AND SOW GOOD INC. EXHIBIT 10.21 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”) to that certain Employment Agreement dated October 1, 2020 (the “Agreement”) by and between Black Ridge Oil & Gas, Inc. (the “Company”) and Ira Goldfarb (the “Employee”) is entered into effective a

March 31, 2021 EX-4.9

Amendment to 2020 Stock Incentive Plan, dated October 1, 2020

EXHIBIT 4.9 AMENDMENT TO BLACK RIDGE OIL & GAS, INC. 2020 STOCK INCENTIVE PLAN This document is the Amendment to the Black Ridge Oil & Gas, Inc. 2020 Stock Incentive Plan, as amended (the ?Plan?). W I T N E S S E T H WHEREAS, Black Ridge Oil & Gas, Inc. (the ?Company?) has established the Plan; and WHEREAS, Section 10.10 of the Plan permits amendment of the Plan by the Board of Directors of the Co

March 31, 2021 10-K

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, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF TH

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, 2020 ? 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 INC. (Exact name of re

March 31, 2021 EX-4.11

Amendment to 2020 Stock Incentive Plan, dated March 19, 2021

EX-4.11 4 sowgoodex0411.htm AMENDMENT TO 2020 STOCK INCENTIVE PLAN, DATED MARCH 19, 2021 EXHIBIT 4.11 THIRD AMENDMENT TO SOW GOOD INC. (f/k/a BLACK RIDGE OIL & GAS, INC.) 2020 STOCK INCENTIVE PLAN This document is the Third Amendment to the Sow Good Inc. 2020 Stock Incentive Plan, as amended (the “Plan”). W I T N E S S E T H WHEREAS, Sow Good Inc., formerly known as Black Ridge Oil & Gas, Inc. (th

March 24, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 19, 2021 SOW GOOD INC.

February 5, 2021 EX-99.1

Sow Good Announces Successful Fundraising and New Board Member

EX-99.1 3 sowgoodex9901.htm PRESS RELEASE Exhibit 99.1 Sow Good Announces Successful Fundraising and New Board Member Sow Good Raises Over $2.5M in Private Placement On February 5th, 2020, Sow Good successfully raised over $2.5M of capital from the sale of 631,250 newly-issued shares in a private placement. Proceeds will be used to fund capital expenditures and working capital investment as Sow Go

February 5, 2021 EX-10.1

Stock Purchase Agreement dated February 5, 2021, by and among the Company and the Purchasers named therein

EX-10.1 2 sowgoodex1001.htm STOCK PURCHASE AGREEMENT Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) dated February 5, 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 collecti

February 5, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 sowgood8k.htm FORM 8-K 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): February 5, 2021 SOW GOOD INC. (Exact name of registrant as specified in its charter) Nevada 000-53952 27-2345075 (State or other jurisdiction of incorporat

February 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

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 27, 2021 SOW GOOD INC.

February 1, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Sow Good Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date of Ev

SC 13G/A 1 sowgoodsc13ga.htm SCHEDULE 13G AMENDMENT CUSIP No. 84612H106 Page 1 of 6 pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 Sow Good Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 84612H106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check

January 22, 2021 EX-2.1

Agreement and Plan of Merger by and between Sow Good Inc. and Black Ridge Oil & Gas, Inc., dated January 20, 2021

EX-2.1 2 brogex0201.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER OF SOW GOOD INC. (a Nevada corporation) INTO BLACK RIDGE OIL & GAS, INC. (a Nevada corporation) This Agreement and Plan of Merger is entered into effective as of January 20, 2021, by and between, Black Ridge Oil & Gas, Inc., a Nevada corporation ("Black Ridge") and Sow Good Inc., a Nevada corporation ("So

January 22, 2021 EX-99.1

Black Ridge Oil & Gas Becomes Sow Good and Begins Trading Under SOWG Stock Symbol Sow Good to begin production of differentiated freeze-dried snacks, smoothies and soups from Irving facility in Q1 2021

EX-99.1 4 brogex9901.htm PRESS RELEASE Exhibit 99.1 Black Ridge Oil & Gas Becomes Sow Good and Begins Trading Under SOWG Stock Symbol Sow Good to begin production of differentiated freeze-dried snacks, smoothies and soups from Irving facility in Q1 2021 IRVING, Texas, Jan. 22, 2021-(PR Newswire)—Black Ridge Oil and Gas, Inc. today announced that it has changed its name to Sow Good Inc. to reflect

January 22, 2021 EX-3.1

Articles of Merger by and between Sow Good Inc. and Black Ridge Oil & Gas, Inc., dated January 20, 2021

EX-3.1 3 brogex0301.htm ARTICLES OF MERGER Exhibit 3.1

January 22, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 brog8k-012121.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2021 SOW GOOD INC. (Exact name of registrant as specified in its charter) Nevada 000-53952 27-2345075 (State or other jurisdiction of incorp

January 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

8-K 1 brog8k.htm FORM 8-K 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 4, 2021 BLACK RIDGE OIL & GAS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53952 27-2345075 (State or other jurisdiction of

January 4, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 28, 2020 BLACK RIDGE OIL & GAS, INC.

January 4, 2021 EX-10.1

Employment Agreement, dated December 28, 2020, between Brad Burke and Sow Good Inc.

EX-10.1 2 brogex1001.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 28, 2020 and effective January 1, 2021 (the “Effective Date”), by and between Black Ridge Oil & Gais, Inc. (to be known as SOW GOOD INC.), a Nevada Corporation (the “Company”), and Brad Burke (the “Employee”). W I T N E S S E T H WHEREAS, this Agreement is be

December 17, 2020 EX-99.1

S-FDF, LLC FINANCIAL STATEMENTS FOR THE PERIOD FROM INCEPTION (MAY 4, 2020) THROUGH SEPTEMBER 30, 2020 TABLE OF CONTENTS

Exhibit 99.1 S-FDF, LLC FINANCIAL STATEMENTS FOR THE PERIOD FROM INCEPTION (MAY 4, 2020) THROUGH SEPTEMBER 30, 2020 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm, M&K CPAS, PLLC F-1 Balance Sheet as of September 30, 2020 F-2 Statement of Operations for the Period from Inception (May 4, 2020) through September 30, 2020 F-3 Statement of Members’ Capital for the Perio

December 17, 2020 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K AMENDMENT 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

December 17, 2020 EX-99.2

BLACK RIDGE OIL & GAS, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 BLACK RIDGE OIL & GAS, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On October 1, 2020, the Company completed the acquisition from S-FDF, LLC, a Texas limited liability company (the “Seller”) cash and certain other assets and agreements related to the Seller’s freeze-dried fruits and vegetables for human consumption business (the “S-FDF Acquisition”) pursuant to that certai

November 25, 2020 SC 13D/A

BRAC / Black Ridge Acquisition Corp. / Black Ridge Oil & Gas, Inc. - SCHEDULE 13D AMENDMENT 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 ALLIED ESPORTS ENTERTAINMENT, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 09216T107 (CUSIP Number) Claudia Goldfarb Black Ridge Oil & Gas, Inc. 1440 N. Union Bower Irving, TX 75061 (Name, Address and Telephone Numb

November 12, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2020 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 000-5395

November 12, 2020 EX-10.12

Separation Agreement and Release dated September 30, 2020, between Michael Eisele and Black Ridge Oil & Gas, Inc.

EX-10.12 3 brogex1012.htm SEPARATION AGREEMENT AND RELEASE Exhibit 10.12 SEPARATION AGREEMENT AND RELEASE This SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between Michael Eisele (“Employee”) and Black Ridge Oil & Gas, Inc. (the “Company”). 1. Separation Payment and Vesting of Options. In consideration for the mutual promises exchanged herein and subject to the co

November 12, 2020 EX-10.11

Amended and Restated Employment Agreement dated September 30, 2020, between Kenneth DeCubellis and Black Ridge Oil & Gas, Inc

Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of September 30, 2020 (the “Agreement Date”), by and among Black Ridge Oil & Gas, Inc., a Nevada corporation (the “Company”), and Kenneth DeCubellis ("DeCubellis"). Company and DeCubellis are each a “Party” and collectively are the “Parties.” RECITALS WHE

October 6, 2020 EX-99.1

Black Ridge and S-FDF, LLC Finalize Transaction Announce New Board Members and Interim CFO

Exhibit 99.1 Black Ridge and S-FDF, LLC Finalize Transaction Announce New Board Members and Interim CFO Irving, October 6, 2020 Black Ridge Oil & Gas, Inc. (the “Company” or “Black Ridge”) (OTCQB: ANFC) has finalized its previously announced transaction with S-FDF, LLC related to the freeze-dried foods business. Recent developments advancing the growth of the Company include the establishment of a

October 6, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - CURRENT REPORT

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 30, 2020 BLACK RIDGE OIL & GAS, INC.

October 6, 2020 EX-2.1

Amendment to Asset Purchase Agreement dated October 1, 2020, between S-FDF, LLC and Black Ridge Oil & Gas, Inc.

Exhibit 2.1 AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to aSSET PURCHASE Agreement (“Amendment”) is made as of October 1, 2020 (“Effective Date”), by and between S-FDF, LLC, a Texas limited liability company (“Seller”) and Black Ridge Oil & Gas, Inc., a Nevada corporation (“Company”). RECITALS WHEREAS, Company and Seller are parties to that certain Asset Purchase Agreement dated June 9,

September 2, 2020 SC 13D/A

BRAC / Black Ridge Acquisition Corp. / Black Ridge Oil & Gas, Inc. - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 ALLIED ESPORTS ENTERTAINMENT, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 09216T107 (CUSIP Number) Kenneth DeCubellis Black Ridge Oil & Gas, Inc. 110 North 5th Street, Suite 410 Minneapolis, MN 55403 (Name, Address

August 12, 2020 SC 13D/A

BRAC / Black Ridge Acquisition Corp. / Black Ridge Oil & Gas, Inc. - AMENDMENT NO. 2 Activist Investment

SC 13D/A 1 brog13da2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 ALLIED ESPORTS ENTERTAINMENT, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 09216T107 (CUSIP Number) Kenneth DeCubellis Black Ridge Oil & Gas, Inc. 110 North 5th Street, Suite

August 11, 2020 EX-10.6

Promissory Note dated April 24, 2020, between Kensington Bank and Black Ridge Oil & Gas, Inc.

Exhibit 10.6 PROMISSORY NOTE Principal Loan Date Maturity Loan No. Call / Coll Account Officer Initials $112,925.00 04-24-2020 04-24-2022 10 1 12176000 DR References in the boxes above are for Lenders use only and do not limit the applicability of this document to any particular loan or item. Any item above containing”***” has been omitted due to text length limitations. Borrower: Black Ridge Oil

August 11, 2020 EX-10.8

Security Agreement dated June 16, 2020, between the U.S. Small Business Administration and Black Ridge Oil & Gas, Inc.

Exhibit 10.8 SBA Loan # 6781797900 Application #3303511283 SECURITY AGREEMENT Read this document carefully. It grants the SBA a security interest (lien) in all the property described in paragraph 4. This document is predated. DO NOT CHANGE THE DATE ON THIS DOCUMENT. Page 1 of 5 SBA Loan # 6781797900 Application #3303511283 U.S. Small Business Administration SECURITY AGREEMENT SBA Loan #: 678179790

August 11, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

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, 2020 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 (Exact na

August 11, 2020 EX-10.9

Loan Authorization & Agreement dated June 16, 2020, between the U.S. Small Business Administration and Black Ridge Oil & Gas, Inc.

Exhibit 10.9 SBA Loan # 6781797900 Application #3303511283 LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENT CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan. SIGNING THE LA&A: All borrowers must sign the LA&A. · Sign your

August 11, 2020 EX-10.7

Promissory Note dated June 16, 2020, between the U.S. Small Business Administration and Black Ridge Oil & Gas, Inc.

Exhibit 10.7 U.S. Small Business Administration NOTE (SECURED DISASTER LOANS) Date: 06.16.2020 Loan Amount: $150,000.00 Annual Interest Rate: 3.75% SBA Loan # 6781797900 Application #3303511283 1. PROMISE TO PAY: In return for a loan, Borrower promises to pay to the order of SBA the amount of one hundred and fifty thousand and 00/100 Dollars ($150,000.00), interest on the unpaid principal balance,

August 4, 2020 8-K

Other Events, Financial Statements and Exhibits

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 4, 2020 BLACK RIDGE OIL & GAS, INC.

August 4, 2020 EX-99.1

Black Ridge Provides Update on Sustain:Us Transaction Construction Underway at State-of-the-Art Facility in Irving, TX Branding and Design Work Underway, Full Scale Production in 4Q 2020 Patent Filings for Proprietary Equipment and Processes by Year-

Exhibit 99.1 Black Ridge Provides Update on Sustain:Us Transaction Construction Underway at State-of-the-Art Facility in Irving, TX Branding and Design Work Underway, Full Scale Production in 4Q 2020 Patent Filings for Proprietary Equipment and Processes by Year-End Minneapolis, August 4, 2020 Black Ridge Oil & Gas, Inc. (the “Company” or “Black Ridge”) (OTCQB: ANFC) provided the following updates

July 1, 2020 8-K

Termination of a Material Definitive Agreement

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 30, 2020 BLACK RIDGE OIL & GAS, INC.

June 22, 2020 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 16, 2020 BLACK RIDGE OIL & GAS, INC.

June 17, 2020 EX-10.2

Asset Purchase Agreement dated June 9, 2020, between S-FDF, LLC and Black Ridge Oil & Gas, Inc.

Exhibit 10.2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated June 9, 2020, is by and between S-FDF, LLC, a Texas limited liability company (the “Seller”), and Black Ridge Oil & Gas, Inc., a Nevada corporation (the “Company,” and together with the Seller, each a “Party,” and collectively, the “Parties”). Capitalized terms used, but not defied herein shall have the m

June 17, 2020 SC 13D/A

BRAC / Black Ridge Acquisition Corp. / Black Ridge Oil & Gas, Inc. - SCHEDULE 13D AMENDMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 ALLIED ESPORTS ENTERTAINMENT, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 09216T107 (CUSIP Number) Kenneth DeCubellis Black Ridge Oil & Gas, Inc. 110 North 5th Street, Suite 410 Minneapolis, MN 55403 (Name, Address

June 10, 2020 EX-99.1

Black Ridge Oil & Gas, Inc. to Become Sustain:Us, Will Enter Freeze Dried Food Business for Human Consumption Industry veterans Ira Goldfarb and Claudia Goldfarb to contribute $2.5 million in cash and assets

Exhibit 99.1 Black Ridge Oil & Gas, Inc. to Become Sustain:Us, Will Enter Freeze Dried Food Business for Human Consumption Industry veterans Ira Goldfarb and Claudia Goldfarb to contribute $2.5 million in cash and assets Minneapolis, June 10, 2020 Black Ridge Oil & Gas, Inc. (the “Company” or “Black Ridge”) (OTCQB: ANFC) announced that it has entered into an asset purchase agreement with S-FDF LLC

June 10, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 10, 2020 BLACK RIDGE OIL & GAS, INC.

May 15, 2020 EX-10.3

Commercial Pledge and Security Agreement dated March 10, 2020, between Cadence Bank, N.A. and Black Ridge Oil & Gas, Inc.

EX-10.3 4 brogex1003.htm COMMERCIAL PLEDGE AND SECURITY AGREEMENT Exhibit 10.3 COMMERCIAL PLEDGE AND SECURITY AGREEMENT Principal $700,000.00 Loan Date 03-10-2020 Maturity 03-09-2021 Loan No 22118079 Call / Coll AS Account Officer A05 Initials References in the boxes above are or Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above co

May 15, 2020 EX-10.4

Form of Commercial Guaranty dated March 10, 2020, between Cadence Bank, N.A. and Black Ridge Oil & Gas, Inc.

Exhibit 10.4 COMMERCIAL GUARANTY Principal $700,000.00 Loan Date 03-10-2020 Maturity 03-09-2021 Loan No 22118079 Call / Coll AS Account Officer A05 Initials References in the boxes above are or Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ""'" has been omitted due to text length limitations. Borrower Black Ridge Oil

May 15, 2020 EX-7.1

Non reliance letter from M&K CPAS, PLLC pursuant to Item 4.02(b), dated May 11, 2020

EX-7.1 2 brogex0701.htm LETTER Exhibit 7.1 May 15, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Black Ridge Oil & Gas, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.02(b) of Form 8-K, as part of the Form 8-K of Black Ridge Oil & Gas, Inc. d

May 15, 2020 EX-10.1

Business Loan Agreement dated March 10, 2020, between Cadence Bank, N.A. and Black Ridge Oil & Gas, Inc.

EX-10.1 2 brogex1001.htm BUSINESS LOAN AGREEMENT Exhibit 10.1 CADENCE BANK BUSINESS LOAN AGREEMENT Principal $700,000.00 Loan Date 03-10-2020 Maturity 03-09-2021 Loan No 22118079 Call / Coll AS Account Officer A05 Initials References in the boxes above are or Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ""'" has bee

May 15, 2020 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

8-K 1 brog8k.htm FORM 8-K 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, 2020 BLACK RIDGE OIL & GAS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53952 27-2345075 (State or other jurisdiction of inc

May 15, 2020 10-K/A

Annual Report - AMENDED ANNUAL REPORT

Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 Commission file number 000-53952 Black Ridge Oil & Gas, Inc. (Exact name of registrant as specified in its charter) Nevada 27-2345075 (State of Incorporation) (I.R.

May 15, 2020 10-Q

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended March 31, 2020 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 (E

May 15, 2020 EX-10.2

Promissory Note dated March 10, 2020, between Cadence Bank, N.A. and Black Ridge Oil & Gas, Inc.

Exhibit 10.2 CADENCE BANK PROMISSORY NOTE Principal $700,000.00 Loan Date 03-10-2020 Maturity 03-09-2021 Loan No 22118079 Call / Coll AS Account Officer A05 Initials References in the boxes above are or Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ""'" has been omitted due to text length limitations. Borrower Black

May 15, 2020 10-Q/A

Quarterly Report - FORM 10-Q AMENDMENT 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

April 27, 2020 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 blackridge8k.htm FORM 8-K 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 24, 2020 BLACK RIDGE OIL & GAS, INC. (Exact name of registrant as specified in its charter) Nevada 000-53952 27-2345075 (State or other jurisdictio

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