S-1 1 ea0253782-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 19, 2025

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)

____________________

DELAWARE		2034		27-2345075
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1440 N Union Bower Rd
Irving, TX 75061
(214) 623-6055
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

____________________

Claudia Goldfarb
Co-Founder and Chief Executive Officer
1440 N. Union Bower Road
Irving, Texas 75061
(214) 623-6055
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

with copies to:

Drew M. Valentine
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
United States
Tel: (212) 819-8200

____________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer:	☐	Accelerated filer:	☐
Non-accelerated filer:	☒	Smaller reporting company:	☒
		Emerging Growth Company:	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

		Page
About This Prospectus		ii
Prospectus Summary		1
Risk Factors		4
Special Note Regarding Forward-Looking Statements		5
Use of Proceeds		7
Dividend Policy		8
Principal Shareholders		9
Certain Relationships and Related Transactions		11
Description of Securities		14
Selling Shareholders		17
Plan of Distribution		19
Legal Matters		21
Experts		21
Where You Can Find More Information		21
Incorporation Of Certain Information By Reference		22

Securities Offered by the Selling Shareholders:		12,808,608 of our common stock, which includes 4,522,282 shares of common stock issuable upon the conversion of the Convertible Notes.
Common Stock Outstanding Before this Offering:(1)		12,223,599 common stock.
Common Stock Outstanding After this Offering:(1)		16,745,881common stock, which includes 4,522,282 shares of common stock issuable upon the conversion of the Convertible Notes.
Use of Proceeds:		We will not receive any of the proceeds from the sale of common stock being offered for sale by the Selling Shareholders. See “Use of Proceeds” for further information.
Nasdaq Capital Market Symbol:		“SOWG”.
Risk Factors:		Please read “Risk Factors” and the other information included in, or incorporated by reference into, this prospectus, for a discussion of factors you should carefully consider before deciding to invest in the securities offered pursuant to this prospectus.

Name and Address of Beneficial Owner	Number of Common Stock Beneficially Owned(1)	Percentage of Common Stock Beneficially Owned (%)
Ira Goldfarb(2)	6,395,919	52.3	%
Claudia Goldfarb(3)	3,154,295	25.8	%
Donna Guy		*
Lyle Berman(4)	3,332,209	27.3	%
Chris Ludeman(5)	175,602	1.4	%
Joe Mueller(6)	53,825	*
Jeff Rubin	122,085	1.0	%
Edward Shensky	59,269	*
All Directors and Executive Officers as a Group (7 persons)	11,210,714	91.7	%
Benno Fisher(7)	805,643	6.6	%

Name of Selling Shareholders	Number of Common Stock Beneficially Owned Prior to Offering(1)		Maximum Number of Common Stock to be Sold Pursuant to this Prospectus	Number of Common Stock Beneficially Owned After Offering	Percentage Beneficially Owned After Offering
Ira Goldfarb	6,395,919	(2)	5,710,429	685,490	5.5	%
Claudia Goldfarb	3,154,295	(3)	2,610,317	543,978	4.3	%
Lyle Berman	3,332,209	(4)	3,332,209	—	*
Christopher Ludeman	175,602	(5)	175,602	—	*
Edward Shensky	59,269		59,269	—	*
Jeffrey Rubin	122,085		122,085	—	*
Joseph Mueller	53,825	(6)	53,825	—	*
Benno Fischer	805,643	(7)	805,643	—	*
Brad Burke	51,250		51,250	—	*
Bradley Berman	183,875		183,875	—	*
Brett Goldfarb	3,449		3,449	—	*
Carlos Bengoa	1,030		1,030	—	*
Catherine Tan	6,000		6,000	—	*
Lauren Creed	6,000		6,000	—	*
Ava Gutierrez	3,449		3,449	—	*
Alexandria Gutierrez	47,627		47,627	—	*
Lillian Berman Goldfarb	23,529		23,529	—	*

SEC registration fee	$	1,392
Printing fees and expenses		3,000
Legal fees and expenses		65,000
Accounting fees and expenses		15,000
Transfer agent fees and expenses		0
Miscellaneous fees and expenses		1,000
Total	$	85,392

Exhibit No		Description
2.1		Agreement and Plan of Merger by and between Sow Good Inc. and Black Ridge Oil & Gas, Inc., dated January 20, 2021 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on January 22, 2021)
2.2		Articles of Merger by and between Sow Good Inc. and Black Ridge Oil & Gas, Inc., dated January 20, 2021 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on January 22, 2021)
2.3		Plan of Conversion of Sow Good Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.3 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
3.3		Articles of Conversion (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
3.4		Certificate of Conversion (incorporated by reference to Exhibit 3.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
4.1		Form of Common Stock Certificate of Sow Good Inc. (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 22, 2024)
4.2		Description of Securities (incorporated by reference to Exhibit 4.2 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 22, 2024)
4.3		Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on May 1, 2023)
4.4		Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on May 15, 2023)
5.1*		Opinion of White & Case LLP.
10.1		Form of Indemnification Agreement with Officers and Directors (incorporated by reference to Exhibit 10.16 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 28, 2013)
10.2		Form of Senior Convertible Promissory Note (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on April 30, 2025)
10.3		Amended Executive Employment Agreement, dated December 15, 2023, between Claudia Goldfarb and Sow Good Inc. (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on December 20, 2023)
10.4		Amended Executive Employment Agreement, dated December 15, 2023, between Ira Goldfarb and Sow Good Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on December 20, 2023)
10.5		Employment Agreement, dated December 1, 2023, between Keith Terreri and Sow Good Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on January 11, 2024)
10.6		Stock Purchase Agreement, dated July 2, 2021, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on July 7, 2021)
10.7		Form of Note and Warrant Purchase Agreement, dated April 8, 2022, by and among Sow Good Inc. and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on April 14, 2022)
10.8		Form of April 2022 Promissory Note (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on April 14, 2022)

Exhibit No		Description
10.9		First Amendment to April 2022 Promissory Note, dated August 23, 2022, by and among Sow Good Inc. and the Required Note Holders named therein (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on August 25, 2022)
10.10		Form of Note and Warrant Purchase Agreement, dated August 23, 2022, by and among Sow Good Inc. and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on August 25, 2022)
10.11		Form of August 2022 Promissory Note (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on August 25, 2022)
10.12		Note and Warrant Purchase Agreement, dated April 25, 2023, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on May 1, 2023)
10.13		Note and Warrant Purchase Agreement, dated May 11, 2023, by and among the Company and the Purchasers named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on May 15, 2023)
10.14#		2016 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 99.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on December 14, 2016)
10.15#		Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on December 14, 2016)
10.16#		2018 Stock Management Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 6, 2018)
10.17#		Form of 2018 Management Incentive Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 6, 2018)
10.18#		2020 Stock Incentive Plan (incorporated by reference to Annex C of the DEF 14C filed with the Securities and Exchange Commission by Sow Good Inc. on January 10, 2020)
10.19#		Amendment to 2020 Stock Incentive Plan, dated October 1, 2020 (incorporated by reference to Exhibit 4.9 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 31, 2021)
10.20#		Amendment to 2020 Stock Incentive Plan, dated January 4, 2021 (incorporated by reference to Exhibit 4.10 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 31, 2021)
10.21#		Amendment to 2020 Stock Incentive Plan, dated March 19, 2021 (incorporated by reference to Exhibit 4.11 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc. on March 31, 2021)
10.22#		Amendment to 2020 Stock Incentive Plan, dated January 9, 2023 (incorporated by reference from Schedule 14C filed with the Securities and Exchange Commission by Sow Good Inc. on January 25, 2024)
10.23#		Form of 2020 Incentive Stock Option Grant Agreement (incorporated by reference to Exhibit 99.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 26, 2020)
10.24#		Form of 2020 Non-Qualified Stock Option Grant Agreement (incorporated by reference to Exhibit 99.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 26, 2020)
10.25#		Sow Good Inc. 2024 Stock Incentive Plan, dated February 14, 2024 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
10.26#		Form of 2024 Stock Option Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
10.27#		Form of 2024 Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
10.28#		Form of 2024 RSU Agreement (incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on February 22, 2024)
10.29		Lease Agreement by and between Prologis, Inc. and the Company, dated October 26, 2023 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on October 31, 2023)

Exhibit No		Description
10.30		Sublease Agreement by and between Papsa Merx S. de R.S. de C.V. and the Company, dated January 19, 2024 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on January 25, 2024)
10.31#		Employment Agreement of Brendon Fischer, dated April 15, 2024 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on April 15, 2024)
10.32		Industrial Lease by and between the Company and USCIF Pinnacle Building B LLC, dated May 22, 2024 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on May 29, 2024
10.33#		Form of Senior Convertible Promissory Note (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on April 30, 2025)
23.1*		Consent of Urish Popeck & Co., LLC Independent Registered Public Accounting Firm
24.1*		Powers of Attorney
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*		Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)
107*		Filing Fee Table

SOW GOOD INC.
By:		/s/ Claudia Goldfarb
Name:		Claudia Goldfarb
Title:		Chief Executive Officer

Signature		Title
/s/ Claudia Goldfarb		Chief Executive Officer and Director
Claudia Goldfarb		(Co-Principal Executive Officer)
/s/ Ira Goldfarb		Executive Chairman of the Board of Directors
Ira Goldfarb		(Co-Principal Executive Officer)
/s/ Donna Guy		Chief Financial Officer
Donna Guy
/s/ Joe Mueller		Director
Joe Mueller
/s/ Lyle Berman		Director
Lyle Berman
/s/ Edward Shensky		Director
Edward Shensky
/s/ Chris Ludeman		Director
Chris Ludeman
/s/ Jeff Rubin		Director
Jeff Rubin

SEC Form S-1 filed by Sow Good Inc.