Sow Good Inc.

S-11 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)

1440 N Union Bower Rd

Irving, TX 75061

(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

(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 apost-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 apost-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, anon-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.

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.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED AUGUST 19, 2025

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, par value $0.001 per share, or the common stock, and (ii) the issuance and resale of up to 4,522,282 shares of common stock issuable upon conversion of the Convertible Notes (as defined below).

We will not receive any proceeds from the sale of common stock by the Selling Shareholders. We will bear all fees and expenses incident to our obligation to register the common stock covered by this prospectus. Brokerage fees, underwriting discounts and commissions, and similar expenses, if any, attributable to the sale of common stock offered hereby will be borne by the Selling Shareholders.

The Selling Shareholders and any of its permitted transferees may offer and sell the common stock covered by this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 19 for additional information.

Our common stock are listed on the Nasdaq Capital Market under the symbol “SOWG”. On August 18, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.70 per share.

We are a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. Before you invest in our common stock, you should carefully read the section entitled “Risk Factors” on page 4 of this prospectus, and the other risk factors contained in any applicable prospectus supplement and in the documents incorporated by reference herein and therein, including the additional information contained in the documents described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information”.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this entire prospectus, any amendments or supplements, and the documents incorporated or deemed incorporated by reference herein and therein, before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025