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Item 9A. Controls and Procedures

2024-03-22 compared with 2023-04-14 · 565 added, 999 removed, 171 unchanged (90% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in

the reports we file or furnish to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and

reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to management, including our Chief Executive Officer and Interim Chief Financial Officer, who is one and the same ,

to allow timely decisions regarding required disclosures.

of December 31, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including

our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure

controls and procedures (as defined) in Exchange Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and

Interim Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures

were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded,

processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our

Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions

regarding required disclosure.

Chief Executive Officer and Interim Chief Financial Officer do not expect that our disclosure controls

or internal controls will prevent all error and all fraud.

Although our disclosure controls and procedures were designed to provide reasonable

assurance of achieving their objectives and our Chief Executive Officer and Interim Chief Financial Officer have determined that our disclosure

controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable,

not absolute assurance that the objectives of the system are met.

Further, the design of a control system must reflect the fact that there

are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty,

and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual

a desire to do so.

We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by us in the reports we file or furnish to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Interim Chief Financial Officer, who is one and the same, to allow timely decisions regarding required disclosures.

As of December 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Interim Chief Financial Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud.

Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Interim Chief Financial Officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management ’ s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

All internal control systems, no matter how well designed, have inherent limitations.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

We carried out an evaluation,

under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness

of our internal controls over financial reporting as of December 31, 2022.

In making this assessment, our management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated

Framework (2013).” Based on this assessment, management believes that, as of December 31, 2022, our internal control over

financial reporting was ineffective based on those criteria.

As a small Company with limited resources that is mainly focused on the development

and sales of our freeze dried products, the Company does not employ a sufficient number of staff in its finance department to possess

an optimal segregation of duties or to provide optimal levels of oversight.

This has resulted in certain audit adjustments and management

believes that there may be a possibility for a material misstatement to occur in future periods while it employs the current number of

personnel in its finance department.

To address these material

weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly

present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results

of operations and cash flows for the periods presented.

Changes in Internal Control over Financial

There have been no

changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended

December 31, 2022, that materially affected, or is reasonably likely to materially affect, the Company’s internal control

over financial reporting.

Independent Registered Accountant’s Internal

Control Attestation

This annual report does not

include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to applicable

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We maintain disclosure controls and procedures that are designed to ensure the information we are required to disclose in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Based on their evaluation as of December 31, 2023, our Chief Executive Officer and Interim Chief Financial Officer, Claudia Goldfarb, concluded that our disclosure controls and procedures are effective to accomplish their objectives and to ensure the information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended December 31, 2023, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Independent Registered Accountant ’ s Internal Control Attestation

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to applicable law.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table lists our executive officers

and directors as of March 31, 2023:

The following table lists our executive officers and directors as of March 22, 2024:

Claudia Goldfarb

Chief Executive Officer, Interim Chief Financial Officer, Director

Chief Executive Officer;

Interim Chief Financial Officer

Executive Chairman;

Chairman of the Board of Directors

Bradley Berman

Joe Mueller (1)

Lyle Berman (1)

Tim Creed (1)

Edward Shensky

Chris Ludeman

(1) Member of audit committee.

Claudia Goldfarb has

been our chief executive officer since October 1, 2020 and became our interim chief financial officer on April 1, 2022.

Goldfarb i s the co-founder of the freeze-dried foods business which the Company acquired.

Goldfarb previously served as Prairie Dog Pet Products, LLC’s President from 2016 to 2020 and Chief Operating Officer from

2012 to 2016.

Goldfarb’s tenure at Prairie Dog Pet Products she was responsible for managing four food

manufacturing facilities with over 300 employees and 200,000 sq.

feet of manufacturing space.

Goldfarb’s expertise in

product research and development is underscored by her successful launch of over 200 unique products.

She has also served as Chief

Operating Officer of the pet apparel company, PGT Holdings, from 2010-2012.

Goldfarb co-founded and served as the Chief

Executive Officer of Operation Ava, Inc.

Previously, Mrs.

Goldfarb served as a Project Development Consultant for the North American

Development Bank, specializing in infrastructure development and financing on the US-Mexican Border.

Goldfarb has spent the

last 10 years specializing in product development, implementing best-in-class quality food systems, and freeze-dried pet food

manufacturing .

Ira Goldfarb, who is our

Chairman of the Board of Directors, is Mrs.

Executive Officers

Claudia Goldfarb .

Claudia Goldfarb has served as our Chief Executive Officer since October 2020, and has served as our interim Chief Financial Officer from April 2022 until November 2023, and since March 2024.

Prior to that, Mrs.

Goldfarb served as President and Chief Operating Officer of Prairie Dog Pet Products, LLC between January 2010 and July 2020.

From 2010 until 2012, Mrs.

Goldfarb also served as Chief Operating Officer of PGT Holdings.

Goldfarb attended St.

Mary’s University in San Antonio, Texas to pursue an accounting degree.

Ira Goldfarb, who is our Executive Chairman and Chairman of the Board of Directors, is Mrs.

Claudia Goldfarb’s husband.

Goldfarb’s qualifications:

· Leadership experience – Mrs.

Goldfarb is the CEO of Sow Good Inc.

She was previously the President of Prairie Dog Pet Products and, prior to that role, the company’s Chief Operating Officer.

· Finance experience – Mrs.

Goldfarb served as a Project Development

Consultant for the North American Development Bank, specializing in infrastructure development and financing on the US-Mexican border.

· Industry experience – Mrs.

Goldfarb was responsible for managing

four food manufacturing facilities for Prairie Dog Pet Products, which over 300 employees and 200,000 sq.

feet of manufacturing space.

Over her career, Mrs.

Goldfarb has launched over 200 unique products, underscoring her expertise in product research and development.

Ira Goldfarb has

been our chairman since October 1, 2020.

Goldfarb i s the co-founder of the freeze-dried foods

business which the Company acquired.

Goldfarb previously founded Prairie Dog Pet Products, LLC in 2012 and served as its Chief Executive

Officer until 2020 when he sold the company to Kinderhook Industries.

Prairie Dog Pet Products is a leading freeze-dried pet food and

treat manufacturing company based in Grand Prairie, Texas.

Previously, Mr.

Goldfarb was Chief Executive Officer of PGT Holdings from 2010-2012

and founder and Chief Executive Officer of DS Retail Holdings, LLC from 2006 until 2013.

Goldfarb co-founded and funded Operation

Ava Inc., the second largest dog and cat rescue group in Pennsylvania.

Operation Ava saved over 2,000 animals each year from euthanasia.

Goldfarb has extensive experience in both the retail and manufacturing industries spanning over 30 years;

he first specialized in

the leather fashion industry then in the pet food industry with a focus on dehydrated and freeze-dried products.

He has also founded,

developed, and sold numerous companies to public and private groups.

Goldfarb is the husband of Claudia Goldfarb .

Claudia Goldfarb, who

is our Chief Executive Officer, is Mr.

Ira Goldfarb’s wife.

Goldfarb’s qualifications:

· Leadership experience – Mr.

Goldfarb is the Executive Chairman of

Sow Good Inc.

He previously founded Prairie Dog Pet Products in 2012 and served as the company’s CEO until 2020.

· Industry experience – Prairie Dog Pet Products is a leading freeze-dried

pet food and treat manufacturing company.

Goldfarb has extensive experience in both the retail and manufacturing industries over his

greater than 30-year career.

He first specialized in the leather fashion industry before focusing on the pet food industry with an emphasis

on dehydrated and freeze-dried products

Bradley Berman has

been a director since our inception and was our chairman from November 12, 2010 until October 1, 2020.

He was our chief

executive officer from November 12, 2010 to November 9, 2011, our chief financial officer between November 12, 2010

and November 15, 2010, and our corporate secretary from November 12, 2010 to February 22, 2011.

has been a director of Allied Esports Entertainment Inc.

(AESE) (fka Black Ridge Acquisition Corp.) since May 2017.

the president of King Show Games, Inc., a company he founded in 1998.

Berman has worked in various capacities in casino gaming

from 1992 to 2004 for Grand Casinos, Inc.

and then Lakes Entertainment, Inc., achieving the position of Vice President of Gaming,

after which he assumed a lesser role in that company.

Goldfarb was selected to serve on our Board of Directors due to her history with the Company and extensive product development, manufacturing and implementation experience in the consumer-packaged goods industry.

Ira Goldfarb .

Ira Goldfarb has served as our Executive Chairman and Chairman of the Board of Directors since October 2020.

Prior to that, from January 2012 until July 2020, Mr.

Goldfarb founded and served as Chief Executive Officer of Prairie Dog Pet Products, LLC.

Goldfarb also served as Chief Executive Officer of PGT Holdings from 2010 until 2012, and served as Chief Executive Officer of DS Retail Holdings, LLC, from 2006 until 2009.

Goldfarb co-founded Operation Ava Inc., one of the largest cat and dog rescue groups in Pennsylvania.

Goldfarb attended the Fashion Institute of Technology in New York, New York.

Goldfarb is the husband of Mrs.

Claudia Goldfarb, who is our Chief Executive Officer and interim Chief Financial Officer.

Goldfarb was selected to serve on our Board of Directors due to his history with the Company and extensive business, operational and management experience in the consumer-packaged goods industry.

Bradley Berman .

Bradley Berman has served as a Director since our inception in April 2010.

Berman served as our Chief Executive Officer from November 2010 until November 2011, our Chief Financial Officer in November 2010 and our Corporate Secretary from November 2010 until February 2011.

Berman is the president of King Show Games, Inc., a company he founded in 1998.

Berman worked in various capacities in casino gaming from 1992 until 2004 for Grand Casinos, Inc.

and then Lakes Entertainment, Inc., achieving the position of Vice President of Gaming, after which he assumed a lesser role in that company.

Berman was a director of Voyager Oil and Gas, Inc.

(formerly Ante4 and

WPT) from August 2004 to November 2010.

Lyle Berman, who is one

of our directors, is Mr.

(formerly Ante4 and WPT) from August 2004 to November 2010.

Berman was a director of Black Ridge Oil & Gas from November 2010 to October 2020.

Berman was a director of Allied Esports Entertainment Inc.

AESE) (f/k/a Black Ridge Acquisition Corp.) from May 2017 to July 2023.

Berman attended Mankato State University in Mankato, Minnesota and the University of Nevada at Las Vegas in Las Vegas, Nevada.

Lyle Berman, who is one of our directors, is Mr.

Brad Berman’s father.

Berman’s qualifications:

· Leadership experience – Mr.

Berman was our chairman from November 12, 2010

until October 1, 2020 and was our chief executive officer from November 12, 2010 to November 9, 2011 and he is the

founder and president of King Show Games, Inc.

· Finance experience – Mr.

Berman is the founder and president

of King Show Games, Inc.

· Education experience - Mr.

Berman attended Mankato State University

in Minnesota and University of Nevada at Las Vegas in Nevada concentrating in business and computer science.

has been a director of the Company since April 11, 2022.

Mueller is the Vice President of Industry

and Customer Development for Kellogg Company, where he leads Kellogg Company’s external engagement strategy, and represents Kellogg

across the global industry.

He also serves as a board member for the American Heart Association.

During his more than three decades in

the consumer packaged goods industry, Mr.

Mueller has served in several key management roles, including serving as the vice president

of sales of various divisions within Kellogg, including its Walmart, Keurig Green Mountain, Breakfast, and Health & Wellness teams.

In these roles, Mr.

Mueller was responsible for marketing strategy, product development, and sales organization, alongside regularly interfacing

with key corporate leaders.

Prior to his executive roles, Mr.

Mueller managed retail stores across the country and worked in several sales

positions at Kellogg.

Mueller's qualifications:

· Leadership experience –Mr.

Mueller is the Vice President of Industry

and Customer Development for Kellogg Company, with responsibilities for the Kellogg Company's global engagement strategy.

· Industry experience – During his three decades in the consumer goods

industry and with Kellogg, Mr.

Mueller has served in several management roles.

· Education experience – Mr.

Mueller earned his Bachelor of Science

degree in Marketing and Management from Missouri State University and completed his MBA from the University of Phoenix.

has been a director of the Company since October 26, 2016.

Berman began his career with Berman Buckskin, his family's leather business.

He helped grow the business into a major specialty retailer with 27 outlets.

After selling Berman Buckskin to WR Grace in 1979, Mr.

continued as President and Chief Executive Officer and led the company to become one the country's largest retail leather chains, with

over 200 stores nationwide.

Berman participated in the founding of Grand Casinos, Inc.

Berman is credited as one of the

early visionaries in the development of casinos outside of the traditional gaming markets of Las Vegas and Atlantic City.

five years, the company opened eight casino resorts in four states.

Berman financed the initial development of Rainforest

He served as the Chairman and CEO from 1994 until 2000.

In October 1995, Mr.

Berman was honored with the B'nai B'rith "Great

American Traditions Award." In April 1996, he received the Gaming Executive of the Year Award;

Berman was inducted into

the Poker Hall of Fame;

and in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting & Casino Journal.

Bradley Berman, who is

also on the Board of Directors, is Mr.

Lyle Berman’s son.

Berman’s qualifications:

Berman currently serves

on the following Boards:

· Redstone American Grill

· Augeo Affinity Marketing

· Mill City Ventures, LTD

Berman has served on the following Boards:

· Chairman of the Board and CEO of Lakes Entertainment, Inc., (1999 – 2015)

· Executive Chairman of the Board of WPT Enterprises, Inc.

(later known as Voyager Oil & Gas, Inc.

Emerald Oil, Inc.) (2002 – 2013)

· Director of PokerTek, Inc.

(2005 – 2014) Chairman of the Board (2005 – 2011)

· Director of Allied Esports Entertainment Inc.

(AESE) (fka Black Ridge Acquisition Corp.) (2017 –

· Chairman of the Board and CEO, Rainforest Café (1994 – 2000)

· Chairman of the Board and CEO, Grand Casinos (1991 – 1998)

· Director, Golden Entertainment (2015 – 2022)

Education experience –

Berman was selected to serve on our Board of Directors because of his history with the Company and extensive experience in various private and public companies.

Joe Mueller .

Joe Mueller has served as a Director since April 2022.

Since September 2019, Mr.

Mueller has served as Vice President of Industry and Customer Development for Kellogg Company.

Prior to that, from March 2015 until September 2019, Mr.

Mueller served as Kellogg Company’s Vice President, Walmart Snacks Team.

Mueller also serves as a board member for the American Heart Association.

Mueller earned his Bachelor of Science degree in Marketing and Management from Missouri State University and completed his MBA from the University of Phoenix.

Mueller was selected to serve on our Board of Directors due to his extensive experience in the consumer-packaged goods industry.

Lyle Berman .

Lyle Berman has been a director of Sow Good Inc.

since October 2020.

From 1999 until 2023, Mr.

Berman served as Chairman of the Board and Chief Executive Officer of Lakes Entertainment Inc.

From 1993 until 2000, Mr.

Berman served as Chief Executive Officer of Rainforest Café, Inc., and from 1991 until 1998, Mr.

Berman served as the Chairman of the Board of Directors of Grand Casinos, Inc.

Berman holds a degree in Business Administration from the University of Minnesota.

Tim Creed has

been a director of the Company since July 22, 2022.

Creed is the Co-Founder and Partner of Creed UnCo, LLC, a consulting company focused

on brand management and franchising.

Creed utilizes his years of experience working in the food, pet care, and automotive industries

to help brands grow, scale, and sustain their businesses.

Prior to consulting, Mr.

Creed spent over a decade at Mars, Inc., working in

human resources, sales management, and e-commerce.

While there, he served as the Digital Commerce Lead for Mars' KIND products, and was

responsible for their international growth.

Most recently, Mr.

Creed was Director of eCommerce for international tire and mobility company,

Bridgestone, Inc.

Creed's qualifications:

· Leadership experience –Mr.

Creed is the Co-Founder and Partner

of Creed UnCo, LLC and provides consulting services for brand management and franchising.

· Industry experience – During his fifteen years in the food, pet

care, and automotive industries, Mr.

Creed has served in a variety of management, sales, and human resources roles.

· Education experience – Mr.

Creed earned his Bachelor of Science

degrees in both Psychology and Management from Macquarie University.

Chris Ludeman has

been our director and has served as Chairperson of the Audit Committee since January 27, 2021.

Chris Ludeman is Global President

of Capital Markets for CBRE, the world’s leading commercial real estate services firm and one of the largest U.S.-based public companies.

Ludeman drives the company’s advisory business for investors, including responsibility for equity sales, debt and structured

finance and real estate investment banking, both globally and in the Americas.

He serves as a member of the Global Operating Committee

and the Americas Operations Management Board.

During his more than three

decades in the real estate services industry and with CBRE, Mr.

Ludeman has served in several key management roles, including serving

as the president of various businesses including Brokerage, Transaction Management and Global Corporate Services.

In these roles, Mr.

Ludeman was responsible for all transaction units in the Americas as well as corporate outsourcing functions such as facilities management,

project management, lease administration, transaction management and research and consulting.

Prior to his national and international

Ludeman served in several regional and local market leadership positions across the United States.

Ludeman’s qualifications:

· Leadership experience –Mr.

Ludeman is Global President of Capital

Markets for CBRE, with responsibility for equity sales, debt and structured finance and real estate investment banking, both globally

and in the Americas.

· Industry experience – During his more than three decades in the

real estate services industry and with CBRE, Mr.

Ludeman has served in several key management roles, including serving as the president

of various businesses including Brokerage, Transaction Management and Global Corporate Services.

· Education experience – Mr.

Ludeman earned a Bachelor of Arts degree

from the University of California, Santa Barbara.

No director is required to

make any specific amount or percentage of his business time available to us.

Each of our officers intends to devote such amount of his

or her time to our affairs as is required or deemed appropriate.

Lyle Berman is the father of one of our directors, Mr.

Berman was selected to serve on our Board of Directors because of his experience as a chief financial officer and his knowledge of public and private companies.

With a proven track record of success and a wealth of experience, Lyle Berman brings invaluable insights and leadership qualities that can significantly benefit any company’s board of directors.

Chris Ludeman .

Chris Ludeman has served as a Director and Chairperson of the Audit Committee since January 2021.

Since March 2011, Mr.

Ludeman has served as Global President of Capital Markets at CBRE, where he also serves as a member of the Global Operating Committee and on the Americas Operations Management Board.

Ludeman holds a Bachelor of Arts degree from the University of California, Santa Barbara.

Ludeman was selected to serve on our Board of Directors because of his extensive management and institutional investor experience as well as his knowledge of capital markets.

Edward Shensky .

Edward Shensky has served as a Director since January, 2024.

Shensky is a senior shareholder at Stark & Stark full-service law firm providing legal services across more than 30 practice areas.

Shensky headed the medical malpractice and personal injury group in Yardley, Pennsylvania and was instrumental in expanding the firm’s litigation team in those practice areas.

Shensky received his juris doctorate degree from Temple University Law School in 1978.

Shensky was selected to serve on our Board of Directors because of his legal experience and prior experience serving on the risk management board for a UK-based manufacturing company and the Strategic Planning Committee for a major charitable organization headquartered in Pennsylvania.

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors.

We currently have seven directors, who are elected annually.

Our current directors will continue to serve as directors until their resignation, removal or successor is duly elected.

No director is required to make any specific amount or percentage of his business time available to us.

Each of our officers intends to devote such amount of his or her time to our affairs as is required or deemed appropriate.

CORPORATE GOVERNANCE

Director Selection Process

The Company does not have

a standing nominating committee, but rather the Board of Directors as a whole considers director nominees.

The Board of Directors has

determined this is appropriate given the size of the Board of Directors and the Company’s current size.

The Board will consider

candidates suggested by its members, other directors, senior management and stockholders in anticipation of upcoming elections and actual

or expected board vacancies.

The Board of Directors has not adopted a formal diversity policy or established specific minimum criteria

or qualifications because from time to time the needs of the Board and the Company may change.

All candidates, including those recommended

by stockholders, are evaluated on the same basis in light of the entirety of their credentials and the needs of the Board of Directors

and the Company.

Of particular importance is the candidate’s wisdom, integrity, ability to make independent analytical inquiries,

understanding of the business environment in which the Company operates, as well as his or her potential contribution to the diversity

of the Board of Directors and his or her willingness to devote adequate time to fulfill his or her duties as a director.

Directors will consider director candidates recommended by the Company’s stockholders.

Stockholders may recommend director candidates

by contacting the Chairman of the Board as provided under the heading “Communications with the Board of Directors.” The Company

did not employ a search firm or pay fees to other third parties in connection with seeking or evaluating board nominee candidates.

Board and Committee Meetings

During the year ended December 31, 2022,

the Board of Directors held four meetings and the Audit Committee held four meetings.

The Company does not have a separate Compensation

Each of our elected Directors attended at least 75% of all meetings of the Board of Directors and the committees on which he

served during the year.

Annual Meeting Attendance

The Company did not hold an

annual meeting of stockholders in 2022.

If the Company holds an annual meeting of stockholders in the future, the Board of Directors will

encourage Directors to attend such annual meeting.

Director Independence

Our board of directors has undertaken a review of the independence of each director.

Based on information provided by each director concerning her or his background, employment and affiliations, our board of directors has determined that none of our directors, other than Claudia Goldfarb and Ira Goldfarb, has any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director, as described in Certain Relationships and Related Party Transactions, and Director Independence.

Committees of Our Board of Directors

Our board of directors has established an audit committee.

The composition and responsibilities of the audit committee of our board of directors are described below.

Members serve on this committee until their resignation or until otherwise determined by our board of directors.

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our audit committee consists of Bradley Berman, Edward Shensky and Chris Ludeman.

Our board of directors has determined that satisfies the independence requirements under listing standards and Rule 10A-3(b)(1) of the Exchange Act.

The chair of our audit committee is Chris Ludeman, who our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations.

Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The principal duties and responsibilities of our audit committee include, among other things:

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent registered public accounting firm;

helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and full fiscal year operating results;

developing “whistle-blower” procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing our policies on risk assessment and risk management;

reviewing related party transactions;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes its internal controls environment and procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Board Leadership Structure

Our Board of Directors has

no formal policy with respect to separation of the positions of Chairman and Chief Executive Officer or with respect to whether the Chairman

should be a member of management or an independent director, and believes that these are matters that should be discussed and determined

by the Board from time to time based on the position and direction of the Company and the membership of the Board.

The Board has determined

that having Ira Goldfarb serve as Chairman and Claudia Goldfarb as the CEO is in the best interest of the Company’s stockholders

at this time.

Our Board of Directors has no formal policy with respect to separation of the positions of Executive Chairman and Chief Executive Officer or with respect to whether the Executive Chairman should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time based on the position and direction of the Company and the membership of the Board.

The Board has determined that having Ira Goldfarb serve as Executive Chairman and Claudia Goldfarb as the Chief Executive Officer and the interim Chief Financial Officer is in the best interest of the Company’s stockholders at this time.

Advisory Panel

The Company has an Advisory Panel consisting of three members in experience in finance, manufacturing and sales that provide guidance to the Company in these areas.

Code of Ethics and Conduct

Our Code of Ethics is posted on our websites at www.thisissowgood.com and www.sowginc.com .

Annual Meeting Attendance

The Company did not hold an annual meeting of stockholders in 2023 or 2022.

If the Company holds an annual meeting of stockholders in the future, the Board of Directors will encourage Directors to attend such annual meeting.

Risk Management

Our Board of Directors believes

that risk management is an important component of the Company’s corporate strategy.

The Board, as a whole, oversees our risk management

process, and discusses and reviews with management major policies with respect to risk assessment and risk management.

The Board is regularly

informed through its interactions with management and committee reports about risks we currently face, as well as the most likely areas

of future risk, in the course of our business including economic, financial, operational, legal and regulatory risks.

Our Board of Directors believes that risk management is an important component of the Company’s corporate strategy.

The Board, as a whole, oversees our risk management process, and discusses and reviews with management major policies with respect to risk assessment and risk management.

The Board is regularly informed through its interactions with management and committee reports about risks we currently face, as well as the most likely areas of future risk, in the course of our business including economic, financial, operational, legal and regulatory risks.

Communications with the Board of Directors

Stockholders and other interested

persons seeking to communicate directly with the Board of Directors, the independent directors as a group or the Audit Committee of the

Board of Directors, should submit their written comments c/o Corporate Secretary at our principal executive offices at 1440 N Union Bower

Rd, Irving, TX 75061 and should indicate in the address whether the communication is intended for the Chairman of the Board, the Independent

Directors or a Committee Chair.

The Chairman of the Board will review any such communication at the next regularly scheduled Board of

Directors meeting unless, in his or her judgment, earlier communication to the Board of Directors is warranted.

At the direction of the Board

of Directors, we reserve the right to screen all materials sent to its directors for potential security risks, harassment purposes or

routine solicitations.

Code of Ethics

Our Board of Directors has

adopted a Code of Ethics which applies to our directors, Chief Executive Officer, Chief Financial Officer and other Company employees

who perform similar functions.

Stockholders and other interested persons seeking to communicate directly with the Board of Directors, the independent directors as a group or the Audit Committee of the Board of Directors, should submit their written comments c/o Corporate Secretary at our principal executive offices at 1440 N Union Bower Rd, Irving, TX 75061 and should indicate in the address whether the communication is intended for the Chairman of the Board, the Independent Directors or a Committee Chair.

The Chairman of the Board will review any such communication at the next regularly scheduled Board of Directors meeting unless, in his or her judgment, earlier communication to the Board of Directors is warranted.

At the direction of the Board of Directors, we reserve the right to screen all materials sent to its directors for potential security risks, harassment purposes or routine solicitations.

Delinquent Section 16(a) Reports

For the fiscal year ended December 31, 2023, the following Section 16 insiders failed to file timely reports under Section 16:

Claudia Goldfarb filed a Form 5 on February 9, 2024, correcting the number of securities she beneficially owned in 2023.

Ira Goldfarb filed a Form 5 on February 9, 2024, correcting the number of securities he beneficially owned in 2023.

Chris Ludeman filed a Form 5 on February 9, 2024, correcting the number of securities he beneficially owned in 2023.

Joe Mueller filed a Form 5 on February 9, 2024, correcting the number of securities he beneficially owned in 2023.

Bradley Berman filed a Form 5 on February 1, 2024, correcting the number of securities he beneficially owned in 2023.

Lyle Berman filed a Form 5 on February 1, 2024, correcting the number of securities he beneficially owned in 2023.

EXECUTIVE COMPENSATION

Compensation Overview

We currently qualify as a

“smaller reporting company” as such term is defined in Rule 405 of the Securities Act and Item 10 of Regulation S-K.

Accordingly, and in accordance with relevant SEC rules and guidance, we have elected, with respect to the disclosures required by Item

402 (Executive Compensation) of Regulation S-K, to comply with the disclosure requirements applicable to smaller reporting companies.

The following Compensation Overview is not comparable to the “Compensation Discussion and Analysis” that is required of SEC

reporting companies that are not smaller reporting companies.

The following Compensation

Overview describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (“Named

Executive Officers”), and executive officers that we may hire in the future.

As more fully described below, our board of directors

reviews and recommends policies, practices, and procedures relating to the total direct compensation of our executive officers, including

the Named Executive Officers, and the establishment and administration of certain of our employee benefit plans to our board of directors.

We currently qualify as a “smaller reporting company” as such term is defined in Rule 405 of the Securities Act and Item 10 of Regulation S-K.

Accordingly, and in accordance with relevant SEC rules and guidance, we have elected, with respect to the disclosures required by Item 402 (Executive Compensation) of Regulation S-K, to comply with the disclosure requirements applicable to smaller reporting companies.

The following Compensation Overview is not comparable to the “Compensation Discussion and Analysis” that is required of SEC reporting companies that are not smaller reporting companies.

The following Compensation Overview describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (“Named Executive Officers”), and executive officers that we may hire in the future.

As more fully described below, our board of directors reviews and recommends policies, practices, and procedures relating to the total direct compensation of our executive officers, including the Named Executive Officers, and the establishment and administration of certain of our employee benefit plans to our board of directors.

Compensation Program Objectives and Rewards

Our compensation philosophy

is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives

of meeting the expectations of customers and stockholders, and rewarding outstanding performance.

Following this philosophy, we consider

all relevant factors in determining executive compensation, including the competition for talent, our desire to link pay with performance,

the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork, and each executive’s

total compensation package.

We strive to accomplish these objectives by compensating all executives with compensation packages consisting

of a combination of competitive base salary and incentive compensation.

The compensation received

by our Named Executive Officers is based primarily on the levels at which we can afford to retain them and their responsibilities and

individual contributions.

Our compensation policy also reflects our strategy of minimizing general and administration expenses and utilizing

independent professional consultants.

Our board of directors apply the compensation philosophy and policies described below to determine

the compensation of Named Executive Officers.

The primary purpose of the

compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in the behavior

necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace.

Different elements are

designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject

to the annual review of our board of directors who will make recommendations regarding compensation to our board of directors.

The following

is a brief description of the key elements of our planned executive compensation structure.

Our compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance.

Following this philosophy, we consider all relevant factors in determining executive compensation, including the competition for talent, our desire to link pay with performance, the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork, and each executive’s total compensation package.

We strive to accomplish these objectives by compensating all executives with compensation packages consisting of a combination of competitive base salary and incentive compensation.

The compensation received by our Named Executive Officers is based primarily on the levels at which we can afford to retain them and their responsibilities and individual contributions.

Our compensation policy also reflects our strategy of minimizing general and administration expenses and utilizing independent professional consultants.

Our board of directors apply the compensation philosophy and policies described below to determine the compensation of Named Executive Officers.

The primary purpose of the compensation and benefits we consider is to attract, retain, and motivate highly talented individuals who will engage in the behavior necessary to enable us to succeed in our mission, while upholding our values in a highly competitive marketplace.

Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject to the annual review of our board of directors who will make recommendations regarding compensation to our board of directors.

The following is a brief description of the key elements of our planned executive compensation structure.

Base salary and benefits are designed to attract and retain employees over time.

· Incentive compensation awards are designed to focus employees on the business objectives for a particular

· Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on

the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases

to our stock prices over a period of several years, growth in our profitability and other elements.

· Severance and change in control plans are designed to facilitate a company’s ability to attract

and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered.

We have not yet adopted benchmarking

but may do so in the future.

When making compensation decisions, our board of directors may compare each element of compensation paid

to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-traded

and privately-held companies.

Our board believes that while such peer group benchmarks are a point of reference for measurement, they

are not necessarily a determining factor in setting executive compensation.

Each executive officer’s compensation relative to the

benchmark varies based on the scope of responsibility and time in the position.

We have not yet formally established our peer group for

this purpose.

The Elements of The Company’s Compensation Program

Executive officer base salaries

are based on job responsibilities and individual contribution.

Our board of directors review the base salaries of our executive officers,

including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference

to any specific performance-related targets) and individual performance experience and expertise.

Claudia Goldfarb, Ira Goldfarb and Brad

Burke are our only Named Executive Officers that have an employment agreement with us.

· We entered into an employment agreement with Claudia Goldfarb on October 1, 2020, which was amended on

January 4, 2021, under which she serves as our Chief Executive Officer.

Pursuant to the employment agreement,

Goldfarb (a) for the period beginning on October 1, 2020 and ending December 31, 2021, the issuance of 5,541 shares of

the Company’s common stock per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount

equal to the base salary of $292,500 per year through at least October 1, 2025, subject to annual 10% increases.

· We entered into an employment agreement with Ira Goldfarb on October 1, 2020, which was amended on January 4,

2021, under which he serves as our Executive Chairman of the Board.

Pursuant to the employment agreement, we

Goldfarb (a) for the period beginning on the Closing Date and ending December 31, 2021, the issuance of 6,044 shares of the Company’s

common stock per month, and (b) beginning on January 1, 2022, a base salary payable in monthly increments in an amount equal to the base

salary of $330,000 per year through at least October 1, 2025, subject to annual 10% increases.

Additional factors reviewed

by our board of directors in determining appropriate base salary levels and raises include subjective factors related to corporate and

individual performance.

For the year ended December 31, 2022, all executive officer base salary decisions were approved by the

board of directors.

We do not make matching contributions

to the 401(k) Plan.

Incentive compensation awards are designed to focus employees on the business objectives for a particular year.

Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.

Severance and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered.

We have not yet adopted benchmarking but may do so in the future.

When making compensation decisions, our board of directors may compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-traded and privately-held companies.

Our board believes that while such peer group benchmarks are a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation.

Each executive officer’s compensation relative to the benchmark varies based on the scope of responsibility and time in the position.

We have not yet formally established our peer group for this purpose.

Executive Compensation Program

For the years ended December 31, 2023 and 2022, the compensation for our named executive officers generally consisted of a base salary and equity bonuses.

These elements (and the amounts of compensation and benefits under each element) were selected because we believe they are necessary to help us attract and retain executive talent which is fundamental to our success.

Below is a more detailed summary of the current executive compensation program as it relates to our named executive officers.

Base Salaries

Executive officer base salaries are based on job responsibilities and individual contribution.

Our board of directors review the base salaries of our executive officers, including our named executive officers, considering factors such as corporate progress toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience and expertise.

Claudia Goldfarb, Ira Goldfarb and Keith Terreri are our only named executive officers that have an employment agreement with us.

On December 15, 2023, the Company entered into an Amended and Restated Employment Agreement with Chief Executive Officer and member of the Board of Directors Claudia Goldfarb (the “A&R Employment Agreement of Claudia Goldfarb”).

The A&R Employment Agreement of Claudia Goldfarb amended and restated Mrs.

Goldfarb’s employment agreement with the Company dated, October 1, 2020.

The A&R Employment Agreement of Claudia Goldfarb provides that Mrs.

Goldfarb will be entitled to receive an annual base salary of $575,000.

Additionally, beginning with the fiscal year 2024, Mrs.

Goldfarb is entitled to a discretionary cash bonus of up to 100% of this then-current base salary, based on revenue and EBITDA targets set forth in the A&R Employment Agreement.

On December 15, 2023, the Company entered into an Amended and Restated Employment Agreement with Executive Chairman and Chairman of the Board of Directors Ira Goldfarb (the "A&R Employment Agreement of Ira Goldfarb”).

The A&R Employment Agreement of Ira Goldfarb amended and restated Mr.

Goldfarb’s employment agreement with the Company dated, October 1, 2020.

The A&R Employment Agreement of Ira Goldfarb provides that Mr.

Goldfarb will be entitled to receive an annual base salary of $625,000.

Additionally, beginning with the fiscal year 2024, Mr.

Goldfarb is entitled to a discretionary cash bonus of up to 100% of this then-current base salary, based on revenue and EBITDA targets set forth in the A&R Employment Agreement of Ira Goldfarb.

On January 11, 2024, the Board ratified the Employment Agreement entered into on December 1, 2023 with Keith Terreri, the Company’s Chief Financial Officer (“Terreri Employment Agreement”).

The Terreri Employment Agreement supersedes Mr.

Terreri’s offer letter and includes the previously approved compensation terms as well as restrictive covenants, a release and the severance terms described in more detail below.

The Terreri Employment Agreement provides for Mr.

Terreri’s entitlement to receive an annual base salary of $270,000 and an annual target bonus opportunity equal to 25% of base salary.

Additionally, the Terreri Employment Agreement provides Mr.

Terreri’s entitlement to a grant of 27,000 stock options, representing the right to purchase shares of the Company’s common stock, subject to Mr.

Terreri’s continuous service to the Company through each vesting date.

Additional factors reviewed by our board of directors in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance.

For the years ended December 31, 2022 and 2023, all executive officer base salary decisions were approved by the board of directors.

The 2023 annual base salaries for our named executive officers were as follows:

(1) $165,000 for Ira Goldfarb, (2) $146,250 for Claudia Goldfarb and (3) $11,423 for Keith Terreri.

The 2022 annual base salaries for our named executive officers were as follows:

(1) $331,269 for Ira Goldfarb, (2) $293,625 for Claudia Goldfarb and (3) $159,409 for Brad Burke.

Incentive Compensation Awards

Other than the Management

Incentive Plan Awards described below, no bonuses were granted in 2022 or 2021.

If our revenue grows and bonuses

become affordable and justifiable, we expect to use the following parameters in justifying and quantifying bonuses for our Named Executive

Officers and other officers of the Company:

(1) the growth in our revenue, (2) the growth in our earnings before interest, taxes, depreciation

and amortization, as adjusted (“EBITDA”), and (3) our stock price.

The board has not adopted specific performance goals and

target bonus amounts, but may do so in the future.

Other than the awards under our 2012 Plan, 2016 Plan, 2018 Plan and 2020 Plan described below, no bonuses were granted in the years ended December 31, 2022 and 2023.

If our revenue grows and bonuses become affordable and justifiable, we expect to use the following parameters in justifying and quantifying bonuses for our named executive officers and other officers of the Company:

(1) the growth in our revenue, (2) the growth in our earnings before Adjusted EBITDA, and (3) our stock price.

The board has not adopted specific performance goals and target bonus amounts, but may do so in the future.

Equity Incentive Awards

Effective June 10, 2010,

as amended on February 22, 2011 and March 2, 2012, our board of directors adopted the Amended and Restated 2012 Stock

Incentive Plan (the 2012 Plan) under which a total of 25,000 shares of our common stock (as adjusted for the reverse stock split) have

been reserved for issuance as restricted stock or pursuant to the grant and exercise of stock options.

The 2012 Plan has been approved

by the holders of a majority of our outstanding shares.

Effective December 12, 2016, our board of directors

adopted the 2016 Non-Qualified Stock Option Plan (the 2016 Plan) under which a total of 12,712 shares of our common stock (as adjusted

for the reverse stock split) have been reserved for issuance pursuant to the grant and exercise of non-qualified stock options.

Effective December 5, 2019,

as amended on October 1, 2020, January 4, 2021 and again on March 19, 2021, our board of directors adopted the 2020 Stock

Incentive Plan (the “2020 Plan”) under which a total of 814,150 shares of our common stock have been reserved for issuance

pursuant to the grant and exercise of stock options.

The amendments were approved by a majority of shareholders

of record on September 3, 2021.

Benefits and Prerequisites

At this stage of our business,

we have benefits that are generally comparable to those offered by other small private and public companies and no prerequisites for our

2012 Stock Incentive Plan

Effective June 10, 2012, as amended on February 22, 2011 and March 2, 2012, our board of directors adopted the Amended and Restated 2012 Stock Incentive Plan (the “2012 Plan”) under which a total of 25,000 shares of our common stock have been reserved for issuance as restricted stock or pursuant to the grant and exercise of stock options.

The 2012 Plan has been approved by the holders of a majority of our outstanding shares.

2016 Stock Incentive Plan

Effective December 12, 2016, our board of directors adopted the 2016 Non-Qualified Stock Option Plan (the “2016 Plan”) under which a total of 12,712 shares of our common stock have been reserved for issuance pursuant to the grant and exercise of non-qualified stock options.

2018 Stock Incentive Plan

On March 1, 2018, the Board of the Company approved and adopted the Black Ridge Oil & Gas, Inc.

2018 Management Incentive Plan (the “2018 Plan”) and the form of 2018 Management Incentive Plan Award Agreement (the “2018 Award Agreement”).

The purpose of the 2018 Plan is to provide a means by which eligible employees and directors may have the opportunity to be granted awards of the Company’s equity in Black Ridge Acquisition Corp.

2020 Stock Incentive Plan

Effective December 5, 2019, as amended September 29, 2020, January 4, 2021 and March 19, 2021 our board of directors adopted the 2020 Stock Incentive Plan (the “2020 Plan”) under which a total of 814,150 shares of authorized common stock have been reserved for issuance as restricted stock or pursuant to the grant and exercise of stock options.

Our 2020 Plan has been approved by a majority of the stockholders of record.

We believe the use of stock-based long-term incentive compensation is vital to maintain a competitive position in attracting, retaining and motivating key personnel.

The board considers several factors in determining whether awards are granted to an executive officer, including corporate progress towards achieving objectives, individual experience and expertise, subjective factors related to corporate and individual performance, the executive’s position, his or her performance and responsibilities, and the amount of options or other awards, if any, currently held by the officer and their vesting schedule.

The 2020 Plan enables our board of directors to provide equity-based incentives through grants of awards to the Company’s present and future employees, directors, consultants and other third-party service providers.

The 2020 Plan is generally administered by the board of directors.

Subject to the provisions of the 2020 Plan, the board of directors determines in its discretion the persons to whom and the times at which awards are granted, the sizes of such awards and all of their terms and conditions.

The board of directors has the authority and discretion to determine the terms of awards under the 2020 Plan.

In the event of a change of control as described in the 2020 Plan, the acquiring or successor entity may (i) accelerate the vesting of any or all awards, (ii) assume or substitute all or any awards outstanding under the 2020 Plan or substitute substantially equivalent awards or (iii) cash out any or all outstanding awards.

2024 Stock Incentive Plan

Effective February 15, 2024, the board of directors adopted the 2024 Plan (the “2024 Plan”) under which a total of 3,000,000 share of our common stock have been reserved for issuance of Incentive Stock Options, or ISOs, Non-Qualified Stock Options, or NSOs, restricted share awards, stock unit awards, SARs, other stock-based awards, performance-based stock awards, (collectively, “stock awards”) and cash-based awards (stock awards and cash-based awards are collectively referred to as “awards”).

ISOs may be granted only to our employees, including officers, and the employees of our parent or subsidiaries.

All other awards may be granted to our employees, officers, our non-employee directors, and consultants and the employees and consultants of our subsidiaries, and affiliates.

Our 2024 Plan has been approved by stockholder holding a majority of the aggregate issued and outstanding shares of the Company’s voting stock.

The initial aggregate number of shares of the Company’s common stock available for issuance under the 2024 Plan is equal to 3,000,000 shares of common stock including the number of reserved shares not issued or subject to outstanding grants under each of the prior incentive plans as of the effective date.

Health and Welfare Benefits and Perquisites

At this stage of our business, we have benefits that are generally comparable to those offered by other small private and public companies and no prerequisites for our employees.

Other than a 401(k) plan, we do not have any other retirement plan for our named executive officers.

We may adopt these plans

and confer other fringe benefits for our executive officers in the future.

We may adopt these plans and confer other fringe benefits for our executive officers in the future.

Executive Officer Compensation

The following table sets forth

the total compensation paid in all forms to our named executive officers of the Company during the periods indicated:

The following table sets forth the total compensation paid in all forms to our named executive officers of the Company during the periods indicated:

Summary Compensation Table

Principal Position

Non-Qualified

Principal Position

Ira Goldfarb, (1)

4 unchanged sentences

Former Chief Financial Officer

____________________

Keith Terreri,(4)

Former Chief Financial Officer

Goldfarb was appointed Executive Chairman of the Board of Directors on October 1, 2020.

agreed to compensate Mr.

Goldfarb a total of $330,000 in cash per year commencing on January 1, 2022, and 6,044 shares per month

through December 31, 2021.

On January 4, 2021, we issued 18,133 shares for Mr.

Goldfarb’s services in 2020, and a total

of 72,528 shares during 2021, of which 6,044 shares were subsequently issued on March 24, 2022.

On October 2, 2020, we granted Mr.

We have agreed to compensate Mr.

Goldfarb a total of $330,000 in cash per year commencing on January 1, 2022, and a total of $625,000 in cash per year commencing on December 15, 2023.

On December 15, 2023, we granted Mr.

Goldfarb an option to purchase 500,000 shares of common stock at an exercise price of $40.00 per share.

The estimated value using the

Black-Scholes Pricing Model, based on a volatility rate of 533% and a call option value of $5.2102, was $260,509.

On December 28,

2020, we granted Mr.

The estimated average fair value per share of stock option based on the Monte Carlo Simulation, was $5.84 per share for a total value of $2,918,207.

On December 15, 2023, we granted Mr.

Goldfarb an option to purchase 500,000 shares of common stock at an exercise price of $9.75 per share.

estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 201% and a call option value of $3.9657, was

On January 4, 2021, we granted Mr.

Goldfarb an option to purchase 75,000 shares of common stock at an exercise price of

$3.70 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option

value of $3.9412, was $295,589.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 96.7838% and a call option value of $8.16, was $4,078,000.

Goldfarb was appointed Chief Executive Officer on October 1, 2020.

We have agreed to compensate

Goldfarb a total of $292,500 in cash per year commencing on January 1, 2022, and 5,541 shares per month through December 31,

On January 4, 2021, we issued 16,623 shares for Mrs.

Goldfarb’s services in 2020, and a total of 66,492 shares during

2021, of which 5,541 shares were subsequently issued on March 24, 2022.

On October 2, 2020, we granted Mrs.

Goldfarb an option to

purchase 50,000 shares of common stock at an exercise price of $5.25 per share.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 533% and a call option value of $5.2102, was $260,509.

We have agreed to compensate Mrs.

Goldfarb a total of $292,500 in cash per year commencing on January 1, 2022, and $575,000 in cash per year commencing on December 15, 2023.

On December 15, 2023 we granted Mrs.

Goldfarb an option to purchase 450,000 shares of common stock at an exercise price of $40.00 per share.

The estimated value using the

Black-Scholes Pricing Model, based on a volatility rate of 201% and a call option value of $3.9657, was $65,435.

On January 4, 2021,

we granted Mrs.

The estimated average fair value per share of stock option based on the Monte Carlo Simulation, was $5.84 per share for a total value of $2,626,386.

On December 15, 2023, we granted Mrs.

Goldfarb an option to purchase 450,000 shares of common stock at an exercise price of $9.75 per share.

The estimated

value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and a call option value of $3.9412, was

Burke served as the Company’s Chief Financial Officer from December 28, 2020 through

April 30, 2022, after serving as Interim Chief Financial Officer on an independent contractor basis from October 1, 2020.

had agreed to compensate Mr.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 96.7838% and a call option value of $8.16, was $3,670,200.

Burke served as the Company’s Chief Financial Officer from December 28, 2020 through April 30, 2022, after serving as Interim Chief Financial Officer on an independent contractor basis from October 1, 2020.

We had agreed to compensate Mr.

Burke a total of $275,000 in cash per year.

On April 1, 2022, we granted Mr.

Burke an option to

purchase 27,500 shares of common stock at an exercise price of $2.75 per share.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 406% and a call option value of $2.6433, was $72,692.

Burke an option to purchase 27,500 shares of common stock at an exercise price of $2.75 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 406% and a call option value of $2.6433, was $72,692.

On April 21, 2021, we granted Mr.

Burke an option to purchase 27,500 shares of common stock at an exercise price of $5.50 per share.

The estimated value using the

Black-Scholes Pricing Model, based on a volatility rate of 193% and a call option value of $5.4381, was $149,547.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 193% and a call option value of $5.4381, was $149,547.

Terreri was appointed Chief Financial Officer on November 20, 2023.

We have agreed to compensate Mr.

Terreri a total of $270,000 in cash per year.

On November 13, 2023, we granted Mr.

Terreri an option to purchase 27,000 shares of common stock at an exercise price of $6.19 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 97.121% and a call option value of $5.11, was $138,240.

Employment Agreements

Other than as described above,

we have not entered into any employment agreements with our executive officers to date.

We may enter into employment agreements with them

in the future.

Other than as described above, we have not entered into any employment agreements with our executive officers to date.

We may enter into employment agreements with them in the future.

Outstanding Equity Awards

The following table sets forth

information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by our executive

officers at December 31, 2022.

The following table sets forth information with respect to unexercised stock options, stock that has not vested, and equity incentive plan awards held by our executive officers at December 31, 2023.

Outstanding Option Awards at Fiscal Year-End

Number of Securities

Unexercised Options (#) Exercisable

Number of Securities Underlying

Unexercised Options (#) Unexercisable

Number of Securities

Unexercised Options (#)

Unexercisable

Option Exercise Price

1 unchanged sentence

Ira Goldfarb, Executive Chairman

December 14, 2033

January 3, 2031

2 unchanged sentences

Claudia Goldfarb, Chief Executive Officer

January 3, 2031

December 14, 2033

October 1, 2030

(1) Options granted on

January 4, 2021, vests annually over three years.

(2) Options granted on

December 28, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(3) Options granted on

October 2, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

December 27, 2030

October 1, 2030

Keith Terreri, Former Chief Financial Officer

December 1, 2033

(1) Options granted on December 15, 2023, vest in five equal annual installments on anniversary of grant.

(2) Options granted on December 15, 2023, vest in full, after 20 consecutive trading days on which the closing prices exceeds $40.00 per share.

(3) Options granted on January 4, 2021, vests annually over three years.

(4) Options granted on December 28, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(5) Options granted on October 2, 2020, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

(6) Options granted on November 13, 2023, vests 60% on third anniversary, 20% on fourth, and 20% on fifth anniversary.

Option Exercises and Stock Vested

None of our executive officers

exercised any stock options or acquired stock through vesting of an equity award during the year ended December 31, 2022.

None of our executive officers exercised any stock options or acquired stock through vesting of an equity award during the year ended December 31, 2023.

Director Compensation

The following table summarizes

the compensation paid or accrued by us to our directors that are not Named Executive Officers for the year ended December 31, 2022.

Fees Earned or Paid in Cash

The following table summarizes the compensation paid or accrued by us to our directors that are not Named Executive Officers for the year ended December 31, 2023.

Change in Pension

Fees Earned or

Option Awards

Non-Equity Incentive Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All other Compensation

Bradley Berman

Chris Ludeman

Joe Mueller (1)

Tim Creed (1)

Our non-employee directors did not receive any cash compensation for their service as a non-employee director during the years ended December 31, 2023.

On June 1, 2023, we issued Mr.

Bradley Berman 4,404 shares of common stock for annual director services.

The fair value of the common stock was $26,644.20 based on the closing price of the Company’s common stock on the date of grant.

On June 1, 2023, we issued Mr.

Lyle Berman a total of 4,404 shares of common stock for annual director services.

The fair value of the common stock was $26,644.20 based on the closing price of the Company’s common stock on the date of grant.

On June 1, 2023, we issued Mr.

Ludeman a total of 7,046 of common stock, respectively, for annual director and audit committee services.

The aggregate fair value of the common stock was $42,628.30 based on the closing price of the Company’s common stock on the respective grant dates.

On June 1, 2023, we issued Mr.

Mueller a total of 3,000 shares of common stock for annual director services.

The fair value of the common stock was $18,150.00 based on the closing price of the Company’s common stock on the date of grant.

On June 1, 2023, we issued Mr.

Creed a total of 1,845 shares of common stock for annual director services.

The fair value of the common stock was $11,162.25 based on the closing price of the Company’s common stock on the date of grant.

2022 Director Compensation

Our non-employee directors did not receive any cash compensation for their service as a non-employee director during the year ended December 31, 2022.

On April 11, 2022, we issued Mr.

Mueller a total of 8,064 shares of common stock for annual director services.

The fair value of the common stock was $24,998 based on

the closing price of the Company’s common stock on the date of grant.

The fair value of the common stock was $24,998 based on the closing price of the Company’s common stock on the date of grant.

On April 11, 2022, we granted Mr.

Mueller an option

to purchase 24,151 shares of common stock at an exercise price of $3.10 per share.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 153% and a call option value of $2.9574, was $71,423.

Mueller an option to purchase 24,151 shares of common stock at an exercise price of $3.10 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 153% and a call option value of $2.9574, was $71,423.

Mueller also received a stock award of $24,998 during the year ended December 31, 2022.

On July 22, 2022, we issued Mr.

Creed a total of 6,410 shares of common stock for annual director services.

The fair value of the common stock was $25,000 based on the

closing price of the Company’s common stock on the date of grant.

The fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant.

On July 22, 2022, we granted Mr.

Creed an option to purchase

24,151 shares of common stock at an exercise price of $3.90 per share.

The estimated value using the Black-Scholes Pricing Model, based

on a volatility rate of 137% and a call option value of $3.6166, was $87,346.

Directors are entitled to

reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of

Our Board has not yet recommended

policy for board compensation, however stock grants and option awards have been granted to independent directors upon joining the board.

Creed an option to purchase 24,151 shares of common stock at an exercise price of $3.90 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 137% and a call option value of $3.6166, was $87,346.

Creed also received a stock award of $25,000 during the year ended December 31, 2022.

Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.

Our Board has not yet recommended policy for board compensation, however stock grants and option awards have been granted to independent directors upon joining the board.

The Company has not paid cash fees to directors and has no formal compensation arrangements with its directors.

While there is no set

policy regarding board compensation, this may be subject to change by the directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth

certain information regarding beneficial ownership of our common stock as of March 31, 2023, based on information obtained from the persons

named below or as filed with the SEC, with respect to the beneficial ownership of shares of our common stock by:

(i) each person who is

known by us to own beneficially more than 5% of our common stock;

While there is no set policy regarding board compensation, this may be subject to change by the directors or a compensation committee of the Board, if any.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 20, 2024, based on information obtained from the persons named below or as filed with the SEC, with respect to the beneficial ownership of shares of our common stock by:

(i) each person who is known by us to own beneficially more than 5% of our common stock;

(ii) each director;

(iii) each named executive officer;

of our directors and executive officers as a group.

and (iv) all of our directors and executive officers as a group.

On March 20, 2024, we had 6,059,962 shares of common stock outstanding.

As used in the table below

and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of sole or shared voting power,

including the power to vote or direct the vote and/or sole or shared investment power, including the power to dispose or direct the disposition,

with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire

such power(s) during the next 60 days following March 31, 2023.

Inclusion of shares in the table does not, however, constitute an admission

that the named stockholder is a direct or indirect beneficial owner of those shares.

Unless otherwise indicated, (i) each person or entity

named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all

shares of capital stock listed as owned by that person or entity, and (ii) the address of each person or entity named in the table is

c/o Sow Good Inc., 1440 N Union Bower Rd, Irving, TX 75061.

As used in the table below and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of sole or shared voting power, including the power to vote or direct the vote and/or sole or shared investment power, including the power to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire such power(s) during the next 60 days following March 20, 2024.

Inclusion of shares in the table does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Unless otherwise indicated, (i) each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and (ii) the address of each person or entity named in the table is c/o Sow Good Inc., 1440 N Union Bower Rd, Irving, TX 75061.

Name, Title and Address of Beneficial Owner

1 unchanged sentence

Percentage of Ownership

Claudia Goldfarb, Chief Executive Officer, Interim, Chief Financial Officer, Director (2)

Ira Goldfarb, Chairman of Board (3)

Ira Goldfarb, Executive Chairman of Board (2)

Claudia Goldfarb, Chief Executive Officer and Interim Chief Financial Officer, Director (3)

Bradley Berman, Director (4)

Lyle Berman, Director (5)

Tim Creed, Director

Chris Ludeman, Director (6)

Joe Mueller, Director (7)

Edward Shensky, Director

All Directors and Executive Officers as a Group (8 persons)

Benno Fisher (8)

Carlos Bengoa (9)

Morris Goldfarb (10)

512 Seventh Avenue, 35 th FL

New York, NY 10018

__________________

* Indicates beneficial ownership of less than 1%.

(1) Except as pursuant to applicable community property laws, the

persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.

number of issued and outstanding shares and the total number of shares owned by each person does not include unexercised warrants and

stock options owned by parties other than for whom the calculation is presented, and is calculated as of March 31, 2023.

(2) Includes 1,620,973 shares held in the name of S-FDF, LLC, which

is an entity that Claudia owns with her spouse, Ira Goldfarb, 58,824 shares held in joint tenancy, 50,000 shares which may be purchased

pursuant to stock options exercisable within 60 days of March 31, 2023, and 250,000 shares which may be purchased pursuant to warrants

exercisable within 60 days of March 31, 2023 that are jointly held with her spouse, Ira Goldfarb.

(3) Includes 1,620,973 shares held in the name of S-FDF, LLC, which

is an entity that Ira owns with his spouse, Claudia Goldfarb, 58,824 shares held in joint tenancy, and 50,000 shares which may be purchased

pursuant to stock options exercisable within 60 days of March 31, 2023.

Also includes 1,087,500 shares which may be purchased pursuant

to warrants exercisable within 60 days of March 31, 2023, 250,000 of which are jointly held with his spouse, Claudia Goldfarb, 812,500

of which are held by Mr.

* Represents beneficial ownership of less than 1%.

(1) Except as pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned.

The total number of issued and outstanding shares and the total number of shares owned by each person does not include unexercised warrants and stock options owned by parties other than for whom the calculation is presented, and is calculated as of March 20, 2024.

(2) Includes 1,620,973 shares held in the name of S-FDF, LLC, which is an entity that Ira owns with his spouse, Claudia Goldfarb, 181,901 shares held in joint tenancy, and 114,900 shares which may be purchased pursuant to stock options exercisable within 60 days of March 20, 2024.

Also includes 1,275,000 shares which may be purchased pursuant to warrants exercisable within 60 days of March 20, 2024, 250,000 of which are jointly held with his spouse, Claudia Goldfarb, 1,000,000 of which are held by Mr.

Goldfarb’s irrevocable trust, and 25,000 of which are held by IG Union Bower, for which Mr.

Goldfarb is the

beneficial owner.

(4) Includes 16,157 shares which may be purchased pursuant to stock

options exercisable within 60 days of March 31, 2023, and 26,250 shares which may be purchased pursuant to warrants exercisable within

60 days of March 31, 2023.

Also includes 23,735 shares held by certain trusts for the children of Mr.

Bradley Berman, and 6,196

shares owned by Mr.

Goldfarb is the beneficial owner.

Also includes 40,000 shares held by the Ira Goldfarb Irrevocable Trust, for which Mr.

Goldfarb is a trustee and holds a pecuniary interest, and 17,646 shares held by trusts for the children of Mr.

Goldfarb, for which Mr.

Goldfarb is trustee.

(3) Includes 1,620,973 shares held in the name of S-FDF, LLC, which is an entity that Claudia owns with her spouse, Ira Goldfarb, 181,901 shares held in joint tenancy, 114,900 shares which may be purchased pursuant to stock options exercisable within 60 days of March 20, 2024 and 250,000 shares which may be purchased pursuant to warrants exercisable within 60 days of March 20, 2024 that are jointly held with her spouse, Ira Goldfarb.

(4) Includes 20,987 shares which may be purchased pursuant to stock options exercisable within 60 days of March 20, 2024, and 51,250 shares which may be purchased pursuant to warrants exercisable within 60 days of March 20, 2024.

Also includes 41,636 shares held by the Bradley Berman Irrevocable Trust, 23,735 shares held by certain trusts for the children of Mr.

Bradley Berman, for which Mr.

Bradley Berman is trustee, and 6,195 shares owned by Mr.

Bradley Berman’s spouse.

(5) Includes 15,824 shares which may be purchased pursuant to stock

options exercisable within 60 days of March 31, 2022, and 581,250 shares which may be purchased pursuant to warrants exercisable within

60 days of March 31, 2023.

(5) Includes 20,654 shares which may be purchased pursuant to stock options exercisable within 60 days of March 20, 2024, and 643,750 shares which may be purchased pursuant to warrants exercisable within 60 days of March 20, 2024.

Also includes 479,434 shares held by the Lyle A.

Berman Revocable Trust, and 6,750 shares held by Berman Consulting Corporation, in which Mr.

Lyle Berman holds a pecuniary interest.

Does not include 124,742 shares held by trusts for the children of Mr.

Lyle Berman, for which Mr.

Raimist is trustee.

Gary Raimist is trustee.

(6) Includes 97,058 shares held by Christopher R.

Ludeman JTWROS.

Includes 24,151 shares which may be purchased pursuant to stock options exercisable within 60 days of March 20, 2024.

(7) Includes 150,000 shares held by Sirrom, LLC, for which Morris Goldfarb

is the beneficial ownership.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

(7) Includes 4,830 shares which may be purchased pursuant to stock options exercisable within 60 days of March 20, 2024.

(8) Includes 175,000 shares held by Ben J.

Fischer JTWROS Laree P.

Hulshoff JTWROS.

Also includes 100,000 shares which may be purchased pursuant to warrants exercisable within 60 days of March 20, 2024.

(9) Includes 353,847 shares held by BC Marketing, LLC.

The principal business address of the stockholder is 1918 N.

Olive Street #350, Dallas, TX 75201.

Also includes 15,385 shares held by Eva Klimczak Bengoa in trust of Carlos Bengoa.

(10) Includes 150,000 shares held by SIRROM I, LLC.

The principal business address of the stockholder is 512 Seventh Avenue, 35th FL, New York, NY, 10018.

Also includes 117,647 shares held by Goldfarb Family Partners LLC, for which Morris Goldfarb is manager.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction since January 1, 2022 and each currently proposed transaction in which:

we have been or are to be a participant;

the amount involved exceeded or exceeds $120,000;

any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Related Party Transactions

Debt Financing

On August 23, 2022, we

closed on an offering to sell up to $2,500,000 of promissory notes and warrants to purchase an aggregate 625,000 shares of the Company’s

common stock, exercisable over a ten-year period at a price of $2.60 per share, representing 25,000 warrant shares per $100,000 of Notes

On May 11, 2023, the Company received proceeds of $100,000 from Bradley Berman, one of the Company’s directors, on behalf of the Bradley Berman Irrevocable Trust, from the sale of notes and warrants pursuant to an offering to sell up to $1,500,000 of promissory notes and warrants to purchase an aggregate 375,000 shares of the Company’s common stock, exercisable over a ten-year period at a price of $2.50 per share, representing 25,000 warrant shares per $100,000 of notes purchased.

The notes mature on May 11, 2024.

Interest on the notes accrues at a rate of 8% per annum, payable in cash semi-annually on June 30 and December 31.

On April 25, 2023, we closed on an offering to sell up to $1,500,000 of promissory notes and warrants to purchase an aggregate 375,000 shares of the Company’s common stock, exercisable over a ten-year period at a price of $2.50 per share, representing 25,000 warrant shares per $100,000 of notes purchased.

The notes mature on April 25, 2024.

Interest on the notes accrues at a rate of 8% per annum, payable in cash semi-annually on June 30 and December 31.

On April 25, 2023, the Company received proceeds of $750,000 and $50,000 from the Company’s Executive Chairman, Mr.

Goldfarb, and the Cesar J.

Gutierrez Living Trust, as beneficially controlled by the brother of the Company’s CEO, respectively, on the sale of these notes and warrants.

On April 11, 2023, warrants to purchase an aggregate 62,500 shares of common stock were issued to a director pursuant to a private placement debt offering in which aggregate proceeds of $250,000 were received in exchange for promissory notes and warrants to purchase an aggregate 62,500 shares of common stock, representing 25,000 warrant shares per $100,000 of promissory notes.

The warrants are fully vested and exercisable over a period of 10 years at a price of $2.60 per share.

The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption.

On December 21, 2022, the Company closed a private placement and concurrently entered into a note and warrant purchase agreement with related parties to sell an aggregate $2.075 million of promissory notes and warrants to purchase an aggregate 311,250 shares of common stock, representing 15,000 warrant shares per $100,000 of promissory notes.

The warrants are exercisable at a price of $2.21 per share over a ten-year term.

On August 23, 2022, we closed on an offering to sell up to $2,500,000 of promissory notes and warrants to purchase an aggregate 625,000 shares of the Company’s common stock, exercisable over a ten-year period at a price of $2.60 per share, representing 25,000 warrant shares per $100,000 of notes purchased.

The notes mature on August 23, 2025.

Interest on the Notes accrue at a rate of 8% per annum, payable on January 1, 2025.

Interest on the notes accrues at a rate of 8% per annum, payable on January 1, 2025.

Loans may be advanced to the Company from time to time from August 23, 2023 to the maturity date.

On December 21, 2022 and September 29,

2022, the Company received aggregate proceeds of $250,000 and $750,000 from two of the Company’s Directors on the sale of these

notes and warrants.

8, 2022 , the Company closed a private placement and concurrently entered into a Note and Warrant

Purchase Agreement (the “Purchase Agreement”) to sell an aggregate $3,700,000

of Promissory Notes (the “Notes”) and warrants (the “Warrants”)

to purchase an aggregate 925,000 shares of common stock, representing 25,000 warrant shares per

$100,000 of promissory notes.

Accrued interest on the Notes was payable semi-annually beginning September 30, 2022 at the rate

of 6% per annum, but on August 23, 2022, the notes were amended to update the terms of the interest payment to be payable at the

earlier of the maturity date or January 1, 2025, rather than being paid semi-annually.

The principal amount of the Notes mature and become

due and payable on April 8, 2025.

On December 21, 2022 and September 29, 2022, the Company received aggregate proceeds of $250,000 and $750,000 from two of the Company’s directors on the sale of these notes and warrants.

On April 8, 2022, the Company closed a private placement and concurrently entered into a note and warrant purchase agreement to sell an aggregate $3,700,000 of promissory notes and warrants to purchase an aggregate 925,000 shares of common stock, representing 25,000 warrant shares per $100,000 of promissory notes.

Accrued interest on the notes was payable semi-annually beginning September 30, 2022 at the rate of 6% per annum, but on August 23, 2022, the notes were amended to update the terms of the interest payment to be payable at the earlier of the maturity date or January 1, 2025, rather than being paid semi-annually.

The principal amount of the notes mature and become due and payable on April 8, 2025.

The warrants are exercisable immediately and for a period of 10 years at a price of $2.35 per share.

Proceeds to the Company from the sale of the securities were $3,700,000.

The Company may redeem outstanding warrants prior to their expiration,

at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00

per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption.

The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of common stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption.

Assuming full exercise thereof, further proceeds to the Company from the exercise of the warrant shares is calculated as $2,173,750.

Offering closed simultaneously with execution of the Purchase Agreement.

Of the aggregate $3,700,000 of Notes, a total of $3,120,000 of

Notes were sold to officers or directors, along with 780,000 of the Warrants.

The offering closed simultaneously with execution of the purchase agreement.

Of the aggregate $3,700,000 of notes, a total of $3,120,000 of notes were sold to officers or directors, along with 780,000 of the warrants.

Common Stock Sold for Cash

O n July 2, 2021, the

Company entered into a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an

aggregate of 714,701 shares of the Company’s common stock at a price of $4.25 per Share.

Proceeds to the Company from the sale of

the Shares were $3,037,511, of which $2,472,136 was received on June 30, 2021, and the other $565,375 was received in July 9, 2021.

The shares were all issued on July 9, 2021.

A total of 407,204 of these shares, or proceeds of $1,730,621 were purchased by officers

and directors, including 347,057 shares, or $1,474,996, received on June 30, 2021.

On February 5, 2021, the Company entered into

a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers an aggregate 631,250 shares of the Company’s

common stock at a price of $4.00 per share for total proceeds of $2,525,000.

A total of 225,000 of these shares, or proceeds of $900,000

were purchased by officers and directors.

Common Stock Issued to Officers for Services,

Common Stock Payable

On December 31, 2021,

the Company awarded 5,541 and 6,044 shares of common stock to Claudia and Ira Goldfarb , respectively, for services earned during

December 31, 2021.

The aggregate fair value of the shares was $12,467 and $13,599 for Claudia and

Ira, respectively, based on the closing price of the Company’s common stock on the date of grant .

The shares were subsequently

issued on March 25, 2022, in satisfaction of the outstanding common stock payable.

Common Stock Issued to Officers for Services

dates between January 31, 2021 and December 31, 2021, the Company issued an aggregate 60,951 and 66,484 shares in

monthly increments of 5,541 and 6,044 shares to Claudia and Ira Goldfarb , respectively ,

for their services.

The aggregate fair value of the shares was $290,792 and $317,188 for Claudia and Ira, respectively, based on the closing

price of the Company’s common stock on the dates of grant.

January 7, 2021, the Company issued an aggregate 16,623 and 18,133 shares of common stock to Claudia and Ira Goldfarb ,

respectively, for services from October 2020 through December 31, 2020 in satisfaction of the outstanding common

stock payable at December 31, 2020.

The aggregate fair value of the shares was $61,505 and $67,092 for Claudia and Ira, respectively,

based on the closing price of the Company’s common stock on the date of grant , was presented as Common Stock Payable

as of December 31, 2020 .

Common Stock Issued to Directors for Services

On July 22, 2022, the

Company accepted Mr.

Joseph Lahti’s resignation from the Board of Directors and appointed Tim Creed as a member of the Board.

to the Company’s Non-Employee Director Compensation Plan, Mr.

Creed received 6,410 shares of common stock as compensation.

to the Company’s 2020 Stock Incentive Plan (the “2020 Equity Plan”), Mr.

Creed was also granted options to purchase

24,151 shares of the Company’s common stock at an exercise price of $3.90 per share.

These options will vest 20% as of July 22,

2023 and 20% each anniversary thereafter until fully vested.

On April 11, 2022, the

Company appointed Joe Mueller as a member of the Board of Directors and Audit Committee.

Pursuant to the Company’s Non-Employee

Director Compensation Plan, Mr.

Mueller received 8,064 shares of common stock as compensation.

Pursuant to the Company’s 2020 Equity

Mueller was also granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $3.10

These options will vest 20% as of April 11, 2023 and 20% each anniversary thereafter until fully vested.

On March 25, 2022, a newly appointed advisory

board member was granted options to purchase an aggregate 6,382 shares of the Company’s common stock, having an exercise price of

$2.35 per share, exercisable over a 10-year term.

The options will vest 20% on each anniversary over a five-year period, until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 406% and a call option value of $2.2584, was

On December 8, 2021,

the Company issued an aggregate 41,665 shares of common stock amongst its five Directors for annual services to be rendered.

The aggregate

fair value of the common stock was $125,000, based on the closing price of the Company’s common stock on the date of grant.

shares were expensed upon issuance.

On December 8, 2021,

the Company issued an additional 5 ,000 shares to Mr.

Chris Ludeman, for Audit Committee Chair services.

fair value of the common stock was $15,000, based on the closing price of the Company’s common stock on the date of grant.

were expensed upon issuance.

2021, the Company issued 2,000 shares to each of two advisory board members for their services.

The total aggregate fair value of the

shares was $20,000, based on the closing price of the Company’s common stock on the date of grant.

27, 2021, upon Benjamin Oehler’s resignation, the Company appointed Chris Ludeman as a member of the Board of Directors of the Company,

and appointed him to the Company’s Audit Committee as Chairperson.

Pursuant to his appointment, Mr.

Ludeman was issued 6,400 shares

of common stock for his services to be rendered.

The aggregate fair value of the common stock was $40,000, based on the closing price

of the Company’s common stock on the date of grant.

Options Granted for Services to Officers and

On May 25, 2021, two advisory board members were

granted options to purchase an aggregate 6,000 shares of the Company’s common stock, having an exercise price of $5.00 per share,

exercisable over a 10-year term.

The options will vest 60% on the third anniversary, and 20% each anniversary thereafter until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 191% and a call option value of $4.9272, was

On January 27, 2021, one of our Directors, Mr.

Chris Ludeman, was granted options to purchase 24,151 shares of the Company’s common stock, having an exercise price of $6.25 per

share, exercisable over a 10-year term.

The options will vest in three equal annual installments beginning of January 27, 2022 and continuing

on each of the two anniversaries thereafter until fully vested.

The estimated value using the Black-Scholes Pricing Model, based on a

volatility rate of 198% and a call option value of $6.1794, was $149,239.

The options are being expensed over the vesting period, resulting

in $22,815 of stock-based compensation expense during the year ended December 31, 2021.

As of December 31, 2021, a total of $126,424

of unamortized expenses are expected to be expensed over the vesting period.

On January 4, 2021, our CEO and Chairman, Claudia

and Ira Goldfarb, were each granted options to purchase 75,000 shares of the Company’s common stock, having an exercise price of

$3.70 per share, exercisable over a 10-year term.

The options will vest in three equal installments beginning of January 4, 2022 and continuing

on each of the two anniversaries thereafter until fully vested.

The aggregate estimated value using the Black-Scholes Pricing Model, based

on a volatility rate of 198% and a call option value of $3.9412, was $591,178.

The options are being expensed over the vesting period,

resulting in $194,900 of stock-based compensation expense during the year ended December 31, 2021.

As of December 31, 2021, a total of

$396,278 of unamortized expenses are expected to be expensed over the vesting period.

Warrants Granted

December 31, 2021, the Company closed a private placement and concurrently entered into a Note and Warrant Purchase Agreement with related

parties to sell an aggregate $2,075,000 of promissory notes, bearing 8% interest, and warrants to purchase an aggregate 311,250 shares

of common stock, representing 15,000 warrant shares per $100,000 of promissory notes.

The warrants are exercisable at a price of $2.21

per share over a ten-year term.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 198% and

a call option value of $2.25, was $699,213.

The warrants will be expensed as a debt discount over the life of the loans.

officers, directors and related parties receiving grants and the amounts of such grants were as follows:

Stock Warrant

Name and Title at Time of Grant

Shares Granted

Ira and Claudia Goldfarb, Chairman and Chief Executive Officer

Brad Burke, Chief Financial Officer

Lyle Berman, Director

Gutierrez, brother of the Company’s Chief Executive Officer

In consideration for

four officers and director’s willingness to serve as guarantors of the Cadence Loan, the Company issued warrants to each of the

Guarantors (the “Guarantor Warrants”) for the purchase of the Company’s common stock on March 12, 2020.

The Guarantor

Warrants entitle each Guarantor to purchase 26,250 shares of the Company's common stock (the “Warrant Shares”) at an exercise

price of $4.00 per share.

The Guarantor Warrants expire on March 12, 2030.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 146% and a call option value of $3.59, was $377,440.

The warrants were expensed as a debt discount

during the year ended December, 31, 2020.

The officers and directors receiving grants and the amounts of such

grants were as follows:

Stock Warrant

Name and Title at the Time of Grant

Shares Granted

Ken DeCubellis, former Chief Executive Officer and former Interim Chief Financial Officer

Bradley Berman, Director

Lyle Berman, Director

Benjamin Oehler, former Director

Lease Agreement

Upon closing of the Asset Purchase Agreement,

the Company assumed the Seller’s obligations under a real property lease for its 20,945 square foot facility in Irving, Texas, under

which an entity owned entirely by Ira Goldfarb is the landlord.

The lease term is through September 15, 2025, with two five-year options

to extend, at a monthly lease term of $10,036, with approximately a 3% annual escalation of lease payments commencing September 15, 2021.

Review and Approval of Transactions with Related

The Audit Committee has adopted

a related party transaction policy whereby any proposed transaction between the Company and any officer or director, any stockholder owning

in excess of 5% of the Company’s stock, immediate family member of an officer or director, or an entity that is substantially owned

or controlled by one of these individuals, must be approved by a majority of the disinterested members of the Audit Committee.

exceptions to this policy are for transactions that are available to all employees of the Company generally or involve less than $25,000.

If the proposed transaction involves executive or director compensation, it must be approved by the Compensation Committee.

if a significant opportunity is presented to any of the Company’s officers or directors, such officer or director must first present

the opportunity to the Board for consideration.

At each meeting of the Audit

Committee, the Audit Committee meets with the Company's management to discuss any proposed related party transactions.

A majority of disinterested

members of the Audit Committee must approve a transaction for the Company to enter into it.

If approved, management will update the Audit

Committee with any material changes to the approved transaction at its regularly scheduled meetings.

On November 20, 2023, the Company entered into a stock purchase agreement with multiple accredited investors to sell and issue to the purchasers thereunder, an aggregate of 426,288 shares of the Company’s common stock at a stock price of $6.50 per share.

The shares were issued on November 20, 2023.

Proceeds to the Company from the sale of shares were approximately $2.8 million.

A total of 38,077 of these shares, or proceeds of approximately $247,500, were purchased by officers and directors.

On August 30, 2023, the Company entered into a stock purchase agreement with multiple accredited investors to sell and issue to the purchasers thereunder, an aggregate of 735,000 shares of the Company’s common stock at a stock price of $5.00 per share.

The shares were issued on August 30, 2023.

Proceeds to the Company from the sale of shares were approximately $3.7 million.

A total of 210,000 of these shares, or proceeds of approximately $1.1 million, were purchased by officers and directors.

Private Placement Transactions

On November 20, 2023, the Company raised approximately $2.8 million of capital from the sale of 426,288 newly issued shares of common stock at a share price of $6.50 in a private placement exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof.

Investors in the private placement included Sow Good’s Chief Executive Officer and Executive Chairman, in addition to certain other Sow Good board members and accredited investors.

The proceeds were used in funding incremental capital expenditures and general operating expenses.

On August 30, 2023, the Company raised approximately $3.7 million of capital from the sale of 735,000 newly issued shares of common stock at a share price of $5.00 in a private placement exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof.

Investors in the private placement included Sow Good’s Chief Executive Officer and Executive Chairman, in addition to certain other Sow Good board members and accredited investors.

The proceeds were used in funding incremental capital expenditures and general operating expenses.

Director Independence

Our Common Stock is currently

quoted on the OTC Bulletin Board.

As such, we are not currently subject to corporate governance standards of listed companies, which require,

among other things, that the majority of the board of directors be independent.

We are not currently subject to corporate governance standards

defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the

NASDAQ Global Market’s requirements for independent directors.

Our Board of Directors has determined that each of our directors,

other than Ira and Claudia Goldfarb, is “independent” in accordance with the NASDAQ Global Market’s requirements.

a majority of the current Board of Directors is independent.

Our Board of Directors will

review at least annually the independence of each director.

During these reviews, our Board of Directors will consider transactions and

relationships between each director (and his or her immediate family and affiliates) and us and our management to determine whether any

such transactions or relationships are inconsistent with a determination that the director was independent.

The Board of Directors will

conduct its annual review of director independence and to determine if any transactions or relationships exist that would disqualify any

of the individuals who then served as a director under the rules of the NASDAQ Stock Market, or require disclosure under SEC rules.

Our Common Stock is currently quoted on the OTC Bulletin Board.

As such, we are not currently subject to corporate governance standards of listed companies, which require, among other things, that the majority of the board of directors be independent.

We are not currently subject to corporate governance standards defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the NASDAQ Global Market’s requirements for independent directors.

Our Board of Directors has determined that each of our directors, other than Ira and Claudia Goldfarb, is “independent” in accordance with the NASDAQ Global Market’s requirements.

Thus, a majority of the current Board of Directors is independent.

Our Board of Directors will review at least annually the independence of each director.

During these reviews, our Board of Directors will consider transactions and relationships between each director (and his or her immediate family and affiliates) and us and our management to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent.

The Board of Directors will conduct its annual review of director independence and to determine if any transactions or relationships exist that would disqualify any of the individuals who then served as a director under the rules of the NASDAQ Stock Market, or require disclosure under SEC rules.

PRINCIPAL ACCOUNTING FEES AND SERVICES

M&K CPAS, PLLC (“M&K”)

was the Company’s independent registered public accounting firm for the years ended December 31, 2022 and 2021 and

has served the Company as its independent registered public accounting firm since our inception.

The Company appointed Urish Popeck & Co., LLC (“UPCO”) as the Company's independent public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2023 and to review the Company's quarterly consolidated financial statements beginning with the third quarter of the 2023 fiscal year.

M&K CPAS, PLLC (“M&K”) was the Company’s independent registered public accounting firm for the year ended December 31, 2022 and served the Company as its independent registered public accounting firm prior to that since inception.

Audit and Non-Audit Fees

The following table presents

fees for professional services rendered by M&K for the audit of the Company’s annual financial statements for the years ended

December 31, 2022 and 2021.

The following table presents fees for professional services rendered by UPCO and M&K for the audit of the Company’s annual financial statements for the years ended December 31, 2023 and 2022

Years Ended December 31,

2 unchanged sentences

All other fees

_________________________________

Audit fees were principally for audit services and work performed in the preparation and review of the Company’s quarterly reports on Form 10-Q.

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

The Audit Committee is responsible

for appointing, setting compensation for, and overseeing the work of the Company’s independent registered public accounting firm.

The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent

registered public accounting firm, and all such services were approved by the Audit Committee in the years ended December 31, 2022

The Audit Committee assesses

requests for services by the independent registered public accounting firm using several factors.

The Audit Committee will consider whether

such services are consistent with the Public Company Accounting Oversight Board’s and SEC’s rules on auditor independence.

In addition, the Audit Committee will determine whether the independent registered public accounting firm is best positioned to provide

the most effective and efficient service based upon the members’ familiarity with the Company’s business, people, culture,

accounting systems, risk profile and whether the service might enhance the Company’s ability to manage or control risk or improve

audit quality.

Audit fees were principally for audit services and work performed in the review of the financial statements included in the Company’s quarterly reports on Form 10-Q and the preparation, review and audit of the financial statements included in the Company’s annual report on Form 10-K.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the Company’s independent registered public accounting firm.

The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm, and all such services were approved by the Audit Committee in the years ended December 31, 2023 and 2022.

The Audit Committee assesses requests for services by the independent registered public accounting firm using several factors.

The Audit Committee will consider whether such services are consistent with the Public Company Accounting Oversight Board’s and SEC’s rules on auditor independence.

In addition, the Audit Committee will determine whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service based upon the members’ familiarity with the Company’s business, people, culture, accounting systems, risk profile and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality.

Report of the Audit Committee

The primary purpose of the

Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting process.

Committee’s function is more fully described in its charter, which can be found on the Company’s website at www.sowginc.com.

The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting process.

The Audit Committee’s function is more fully described in its charter, which can be found on the Company’s website at www.sowginc.com.

The Committee reviews the charter on an annual basis.

The Board of Directors has determined that each member of the Committee is independent

in accordance with the NASDAQ Global Market’s requirements for independent directors.

The Board of Directors has also determined

that Chris Ludeman qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

The Board of Directors has determined that each member of the Committee is independent in accordance with the Nasdaq Capital Market’s requirements for independent directors.

The Board of Directors has also determined that Chris Ludeman qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Management has the primary responsibility for the financial statements and reporting process.

The independent registered public accounting

firm is responsible for auditing those financial statements and expressing an opinion on the fairness of the audited financial statements

based on the audit conducted in accordance with the standards of the Public Company Accounting Oversight Board.

In connection with the Audit Committee’s

responsibilities set forth in its charter, the Audit Committee has:

Reviewed and discussed the audited financial statements for the year ended December 31, 2022 with management and M&K CPAS, PLLC, the Company’s independent auditors;

Discussed with M&K CPAS, PLLC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC;

Received the written disclosures and the letter from M&K CPAS, PLLC required by the applicable requirements of the PCAOB regarding M&K CPAS, PLLC’s communications with the audit committee concerning independence, and has discussed with M&K CPAS, PLLC its independence.

The Audit Committee also considered,

as it determined appropriate, tax matters and other areas of financial reporting and the audit process over which the Audit Committee

has oversight.

Based on the Audit Committee’s

review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements

be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the

The independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion on the fairness of the audited financial statements based on the audit conducted in accordance with the standards of the Public Company Accounting Oversight Board.

In connection with the Audit Committee’s responsibilities set forth in its charter, the Audit Committee has:

Reviewed and discussed the audited financial statements for the year ended December 31, 2023 with management and UPCO, the Company’s independent auditors;

Discussed with UPCO the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC;

Received the written disclosures and the letter from UPCO required by the applicable requirements of the PCAOB regarding UPCO's communications with the audit committee concerning independence, and has discussed with UPCO its independence.

The Audit Committee also considered, as it determined appropriate, tax matters and other areas of financial reporting and the audit process over which the Audit Committee has oversight.

Based on the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1 unchanged sentence

Bradley Berman

Edward Shensky

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Distribution Agreement by and between Ante4, Inc.

Oil & Gas, Inc.) and Ante5, Inc.

(now Sow Good Inc.), dated April 16, 2010 (incorporated by reference

to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commissioner by Voyager Oil & Gas, Inc.

on April 19, 2010)

Certificate of Ownership and Merger (incorporated by reference to Exhibit

3.3 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on April 3, 2012)

Plan and Agreement of Merger by and between Black Ridge Oil & Gas, Inc.

and Black Ridge Oil & Gas, Inc., dated December 10, 2012 (incorporated by reference to Exhibit 2.1 of

the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on December 12, 2012)

Agreement and Plan of Merger by and between Sow Good Inc.

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.

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)

Certificate of Incorporation (incorporated by reference to Exhibit 3.1

of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on December 12, 2012)

Certificate of Amendment to Articles of Incorporation (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 21, 2020)

Bylaws (incorporated by reference to Exhibit 3.2 of the Form 8-K

filed with the Securities and Exchange Commission by Sow Good Inc.

on December 12, 2012)

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)

Black Ridge Oil & Gas, Inc.

2012 Amended and Restated Stock Incentive Plan (incorporated by reference from Schedule 14C filed with the Securities and Exchange Commission by Sow Good Inc.

on March 26, 2012)

Black Ridge Oil & Gas Amendment of 2012 Stock 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 September 27, 2012)

Form of Stock Incentive 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 September 27, 2012)

2016 Non-Qualified Stock Option Plan (incorporated by reference to

Exhibit 99.1 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc.

on December 14, 2016)

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)

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)

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.

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.

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)

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)

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)

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)

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.

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.

Description of Securities (incorporated by reference to Exhibit 4.14 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Certificate of Incorporation (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)

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)

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)

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)

Form of Common Stock Certificate of Sow Good Inc.

Description of Securities

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 January 4, 2022)

Form of April 2022 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.

Form of April 2022 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 April 14, 2022)

Form of August 2022 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.

Form of August 2022 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 August 25, 2022)

of Voting Agreement used in connection with our private placement which closed on December 16, 2010 (incorporated by

reference to Exhibit 9.1 of the Form S-1 filed with the Securities and Exchange Commission by Sow Good, Inc.

August 22, 2011)

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.

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)

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)

Form of Voting Agreement used in connection with our private placement which closed on December 16, 2010 (incorporated by reference to Exhibit 9.1 of the Form S-1 filed with the Securities and Exchange Commission by Sow Good, Inc.

on August 22, 2011)

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)

5 unchanged sentences

on October 6, 2020)

Promissory Note dated June 16, 2020, between the

Promissory Note dated June 16, 2020, between the U.S.

Small Business Administration and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.7 of the Form 10-Q

filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.7 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on August 11, 2020)

Security Agreement dated June 16, 2020, between

Security Agreement dated June 16, 2020, between the U.S.

Small Business Administration and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.8 of the Form

10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.8 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on August 11, 2020)

Loan Authorization & Agreement dated June

16, 2020, between the U.S.

Loan Authorization & Agreement dated June 16, 2020, between the U.S.

Small Business Administration and Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit

10.9 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

(incorporated by reference to Exhibit 10.9 of the Form 10-Q filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc.

on August 11, 2020)

Stock Purchase Agreement dated February 5, 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.

Stock Purchase Agreement dated February 5, 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 February 5, 2021)

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

(incorporated by reference to Exhibit 10.18 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

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

(incorporated by reference to Exhibit 10.18 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Employment Agreement, dated October 1, 2020,

between Ira Goldfarb and Sow Good Inc.

(incorporated by reference to Exhibit 10.19 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

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

(incorporated by reference to Exhibit 10.19 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Amended Employment Agreement, dated January 4,

2021, between Claudia Goldfarb and Sow Good Inc.

(incorporated by reference to Exhibit 10.20 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

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

(incorporated by reference to Exhibit 10.20 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Amended Employment Agreement, dated January 4,

2021, between Ira Goldfarb and Sow Good Inc.

(incorporated by reference to Exhibit 10.21 of the Form 10-K filed

with the Securities and Exchange Commission by Sow Good Inc.

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

(incorporated by reference to Exhibit 10.21 of the Form 10-K filed with the Securities and Exchange Commission by Sow Good Inc.

on March 31, 2021)

Separation Agreement and Release, dated May 3, 2022, between Brad Burke

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.

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)

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)

Separation Agreement and Release, dated May 3, 2022, between Brad Burke 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 May 3, 2022)

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)

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.

17 unchanged sentences

on August 25, 2022)

Power of Attorney (including on signature pages)

Certification of

Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or

Certification of

Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18

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)

Form of April 2023 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 May 1, 2023)

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)

Form of May 2023 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 May 15, 2023)

Black Ridge Oil & Gas, Inc.

2012 Amended and Restated Stock Incentive Plan (incorporated by reference from Schedule 14C filed with the Securities and Exchange Commission by Sow Good Inc.

on March 26, 2012)

Black Ridge Oil & Gas Amendment of 2012 Stock 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 September 27, 2012)

Form of Stock Incentive 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 September 27, 2012)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

Sublease Agreement by and between Papsa Merx S.

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)

Powers of Attorney

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Interactive Data Files

Policy for Recovery of Erroneously Awarded Incentive Compensation

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

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

* Filed herewith.

# Indicates management contract or compensatory plan.

Form 10 – K Summary.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

April 14, 2023

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 22, 2024

SOW GOOD INC.

/ s/ Claudia Goldfarb

Claudia Goldfarb, Chief Executive Officer

(Principal Executive Officer)

Claudia Goldfarb, Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

POWER OF ATTORNEY

Each of the undersigned members

of the Board of Directors of SOW GOOD INC., whose signature appears below hereby constitutes and appoints Claudia Goldfarb, such person’s

true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such name, place

and stead, in any and all capacities, to sign the Form 10-K for the year ended December 31, 2022 (the “Annual Report”) of

SOW GOOD INC.

and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto and other documents in

connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority

to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and

purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his

substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Act of 1933, as amended, and Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the

following persons in the capacities indicated on the dates indicated.

Claudia Goldfarb

April 14, 2023

Each of the undersigned members of the Board of Directors of SOW GOOD INC., whose signature appears below hereby constitutes and appoints Claudia Goldfarb, such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such name, place and stead, in any and all capacities, to sign the Form 10-K for the year ended December 31, 2023 (the “Annual Report”) of SOW GOOD INC.

and any or all amendments to such Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, and Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities indicated on the dates indicated.

/s/ Claudia Goldfarb

March 22, 2024

Claudia Goldfarb, Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer)

(Principal Executive Officer and Principal Financial Officer)

/s/ Ira Goldfarb

April 14, 2023

March 22, 2024

Ira Goldfarb, Executive Chairman

/s/ Bradley Berman

April 14, 2023

March 22, 2024

Bradley Berman, Director

/s/ Lyle Berman

April 14, 2023

March 22, 2024

Lyle Berman, Director

April 14, 2023

/s/ Joe Mueller

March 22, 2024

Joe Mueller, Director

/s/ Chris Ludeman

April 14, 2023

March 22, 2024

Chris Ludeman, Director

April 14, 2023

Tim Creed, Director

/s/ Edward Shensky

March 22, 2024

Edward Shensky, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures