On this page of StockholderLetter.com we present the latest annual shareholder letter from Sow Good Inc. — ticker symbol SOWG. Reading current and past SOWG letters to shareholders can bring important insights into the investment thesis.

 •  4/30/2025 Letter Continued (Full PDF)
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SOWG Shareholder/Stockholder Letter Transcript:

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
    ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2024
or
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1933
For the transition period from ________ to _________
Commission file number 001-42037
SOW GOOD INC.
(Exact name of registrant as specified in its charter)
Delaware
27-2345075
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer
Identification No.)
1440 N Union Bower Rd, Irving, Texas
75061
(Address of principal executive offices)
(Zip Code)
Registrant   s telephone number, including area code: (214) 623-6055
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common stock, par value $0.001 per share
Trading Symbol
SOWG
Name of Each Exchange On
Which Registered
The Nasdaq Capital Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes     No    
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes     No    
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes     No    
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (  229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes     No    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or 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 checkmark 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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management   s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.    
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant   s executive officers during the relevant recovery period pursuant to   240.10D-1(b).    

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes     No    
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $101,339,578 as of June 30, 2024 (computed by reference to
the last sale price of a share of the registrant   s Common Stock on that date as reported by The Nasdaq Capital Market).
There were 11,383,060 shares outstanding of the registrant   s common stock as of March 25, 2025.
2

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
We are including the following discussion to inform our existing and potential security holders generally of some of the risks and
uncertainties that can affect our company and to take advantage of the    safe harbor    protection for forward-looking statements that
applicable federal securities law affords.
From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing
and potential security holders about our company. All statements other than statements of historical facts included in this report regarding
our financial position, business strategy, plans and objectives of management for future operations and industry conditions are forwardlooking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as
   estimate,       project,       predict,       believe,       expect,       anticipate,       target,       plan,       intend,       seek,       goal,       will,       should,       may    or
other words and similar expressions that convey the uncertainty of future events or outcomes. Items making assumptions regarding actual
or potential future sales, market size, collaborations, trends or operating results also constitute such forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our
control) that could cause actual results to differ materially from those set forth in the forward-looking statements include the following:

our ability to compete successfully in the highly competitive industry in which we operate;

our ability to maintain and enhance our brand;

our ability to successfully implement our growth strategies related to launching new products;

our ability to successfully enter new markets internationally;

the effectiveness and efficiency of our marketing programs;

our ability to manage current operations and to manage future growth effectively;

our future operating performance;

our ability to attract new customers or retain existing customers;

our ability to protect and maintain our intellectual property;

the government regulations to which we are subject;

our ability to maintain adequate liquidity to meet our financial obligations;

failure to obtain sufficient sales and distributions for our freeze dried product offerings;

the potential for supply chain disruption and delay;

the potential for transportation, labor, and raw material cost increases; and

other risks and uncertainties set forth under    Risk Factors.   
In addition, statements that    we believe    and similar statements reflect our beliefs and opinions on the relevant subject. We have
based these forward-looking statements and statements of belief on our current expectations and assumptions about future events as of the
date of this report. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to
significant business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many
of which are beyond our control. Accordingly, results actually achieved may differ materially from expected results in these statements.
Forward-looking statements speak only as of the date they are made. You should consider carefully the statements in    Item 1A. Risk
Factors    and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the
forward-looking statements.
Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the
date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the
various disclosures made by us in our reports filed with the United States Securities and Exchange Commission (the    SEC   ) which
attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash
i

flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may
vary materially from those expected or projected.
NOTE REGARDING INDUSTRY AND MARKET DATA
This Annual Report contains market data and industry statistics and forecasts that are based on independent industry publications
and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or
completeness of this information and we have not independently verified this information. In addition, the market and industry data and
forecasts included in this report may involve estimates, assumptions and other risks and uncertainties and are subject to change based on
various factors, including those discussed in Part I,    Item 1A. Risk Factors,    contained in this Annual Report. Accordingly, investors
should not place undue reliance on this information.
Unless otherwise indicated,    the Company,       we,       our,       us    and    Sow Good    are used in this report to refer to the
businesses of Sow Good Inc. and its consolidated subsidiaries.
ii

TABLE OF CONTENTS
PART 1
ITEM 1
ITEM 1A
ITEM 1B
ITEM 1C
ITEM 2
ITEM 3
ITEM 4
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
1
11
30
30
31
31
31
Market for Registrant   s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Selected Financial Data
Management   s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
32
33
34
41
43
50
50
51
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
52
57
64
65
68
Exhibits, Financial Statement Schedules
Form 10-K Summary
SIGNATURES
70
72
73
PART II
ITEM 5
ITEM 6
ITEM 7
ITEM 7A
ITEM 8
ITEM 9
ITEM 9A
ITEM 9B
PART III
ITEM 10
ITEM 11
ITEM 12
ITEM 13
ITEM 14
PART IV
ITEM 15
ITEM 16
iii

4/30/2025 Letter Continued (Full PDF)

 

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