What changed in this filing

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Item 1. Business

2021-03-31 compared with 2020-03-25 · 122 added, 219 removed, 9 unchanged (97% of the section changed)

Effective April 2,

2012, we changed our name to Black Ridge Oil & Gas, Inc.

(“BROG,”

Black Ridge,”

Effective January 21, 2021,

we changed our name from Black Ridge Oil & Gas, Inc.

to Sow Good Inc.

(“SOWG,”

“Sow Good,”

or the “Company”).

Our common stock is traded on the OTCQB under the trading symbol “ANFC”.

Company is focused on acquiring, investing in, and exploring alternatives for the Company, including a merger, acquisition, or

a business combination.

Additionally, as the sponsor and manager of Black Ridge Acquisition Corp.

(“BRAC”) beginning

in May of 2017, the Company was focused on identifying and closing a business combination for BRAC.

Upon the August 9, 2019

closing of a merger for BRAC (renamed Allied Esports Entertainment, Inc.

following the merger, or “AESE”, and referred

to herein, as such), we provided additional management services to BRAC and AESE through December 31, 2019 .

the close of the Merger, the Company commenced a strategic review to identify, review and explore alternatives for the Company,

including a merger, acquisition, or a business combination.

The Company currently owns 2,685,500 shares of AESE (the “Sponsor

Shares”).

Of those shares, 537,100 of the Sponsor Shares are subject to distribution rights to officers and directors under

the 2018 Management Incentive Plan dated March 6, 2018.

Black Ridge is evaluating plans for the remaining Sponsor Shares which

could include a distribution of some or all of the Sponsor Share proceeds after expiration of the lock-up agreement on August 9,

2020 presuming that as of such date AESE has repaid or converted amounts it owes pursuant to the bridge financing Note Purchase

Agreement and Notes dated as of October 11, 2018 and May 17, 2019.

Our common stock is traded on the OTCQB under the trading symbol “SOWG”.

Company is focused on entering into the freeze-dried food products market.

Good is an emerging consumer products platform focused on manufacturing and marketing freeze-dried snacks, smoothies and soups.

will launch its line of freeze-dried snacks, smoothies and soups, and its direct-to-consumer focused website, to coincide with initial

production from its state-of-the-art facility located in Irving, Texas.

S-FDF Business Combination

October 1, 2020, the Company completed its acquisition of S-FDF, LLC (the "Seller"), a Texas limited liability company, pursuant

to an Asset Purchase Agreement, between the Company and the Seller, dated June 9, 2020, as subsequently amended effective October 1,

In connection with the closing of the Asset Purchase Agreement, the Company acquired approximately $2.2 million in cash and

certain assets and agreements related to the Seller’s freeze-dried fruits and vegetables business for human consumption and entered

into certain employment and registration rights agreements.

The Company did not assume any liabilities of Seller or any liabilities, liens,

or encumbrances pertaining to or encumbering the Purchased Assets, except for those related to agreements or arrangements specified in

the Asset Purchase Agreement.

The Seller transferred the Purchased Assets to the Company in exchange for the issuance of 1,120,000 shares

of the Company’s common stock to the Seller.

The number of Seller Shares to be issued was subject to adjustment, as specified in

the Asset Purchase Agreement, as amended, based on the extent to which the amount of cash proceeds held by the Company, as derived from

the sale of the Company’s holdings of Allied Esports Entertainment Inc.

("AESE") Shares, were less than $5 million

or greater than $6 million on the date specified in the Asset Purchase Agreement, which resulted in the issuance of an additional

500,973 Seller Shares that were issued on January 4, 2021.

The combined issuances represented approximately 46% of the Company’s

issued and outstanding common stock, on a fully diluted basis.

Black Ridge Oil & Gas, Inc.

was determined to be the acquiror of the

business combination.

to its obligations under the Asset Purchase Agreement, on the Closing Date the Company, (a) created three new seats on the Company’s

Board of Directors and appointed the Seller’s principals, Ira Goldfarb and Claudia Goldfarb, and a third person designated by the

Goldfarbs, Greg Creed, as directors, (b) entered into employment agreements with Ira Goldfarb and Claudia Goldfarb, (c) delivered a registration

rights agreement with respect to the Seller Shares and any shares of common stock delivered as part of the employment compensation for

Ira Goldfarb or Claudia Goldfarb, and (d) amended the Company’s 2020 Stock Incentive Plan to increase the number of shares of common

stock reserved thereunder.

At closing, the Company also assumed the Seller’s obligations under a real property lease for its facility

in Irving, Texas under which an entity owned entirely by Ira Goldfarb is the landlord.

BRAC Business Combination

December 19, 2018, BRAC entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Black Ridge

Merger Sub, Corp., a Delaware corporation and wholly-owned subsidiary of BRAC’s (“Merger Sub”), Allied Esports

Entertainment, Inc.

(“Allied Esports”), Ourgame International Holdings Ltd.

(“Ourgame”), Noble Link Global

Limited, a wholly-owned subsidiary of Ourgame (“Noble”), and Primo Vital Ltd., also a wholly-owned subsidiary of Ourgame

(“Primo”).

to the Agreement, as amended on August 5, 2019, (i) Noble merged with and into Allied Esports (the “Redomestication Merger”)

with Allied Esports continuing as the surviving entity in such merger and (ii) immediately after the Redomestication Merger, Merger

Sub merged with and into Allied Esports with Allied Esports continuing as the surviving entity of such merger (the “Transaction

Merger”

and together with the Redomestication Merger, the “Mergers”

or the “Proposed Business Combination”)

and became a wholly-owned subsidiary of BRAC.

The Mergers closed on August 9, 2019 (the “Closing Date”).

Mergers resulted in BRAC acquiring two of Ourgame’s global esports and entertainment assets, Allied Esports and WPT.

Esports is a premier esports entertainment company with a global network of dedicated esports properties and content production

WPT is the creator of the World Poker Tour®

(WPT®) –

the premier name in internationally televised gaming

and entertainment with brand presence in land-based tournaments, television, online and mobile.

The transaction strategically combined

the globally recognized Allied Esports brand with the three-pronged business model of the iconic World Poker Tour, featuring in-person

experiences, multiplatform content and interactive services, to leverage the high-growth opportunities in the global esports industry.

information regarding the Business Combination, the combined company following consummation of the Business Combination and the

risks related to the business of the combined company following consummation of the Business Combination can be found in BRAC’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2018, the preliminary proxy statement

filed by BRAC with the Securities and Exchange Commission on February 15, 2019 (and subsequently amended on April 29, 2019, May

20, 2019 and June 5, 2019 and the definitive proxy statement filed by BRAC with the Securities and Exchange Commission on June

The Extension Meeting

9, 2019, BRAC held a special meeting of its stockholders (the “Meeting”).

At the Meeting, BRAC’s stockholders

considered a proposal to adopt and approve an amendment to BRAC’s amended and restated certificate of incorporation (the

“Charter”) to extend the date that BRAC has to consummate a business combination (the “Extension”) to August

The amendment was approved by the stockholders and filed with the Secretary of State of the State of Delaware on July

In connection

with this vote, the holders of 9,246,727 shares of BRAC’s common stock properly exercised their right to convert their shares

into cash at a conversion price of approximately $10.29 per share resulting in $95,125,574 in Trust Account assets being distributed

back to shareholders.

In connection with the Extension, BROG, loaned $30,000 to BRAC to be placed in the Trust Account for the

benefit of the public shares that were not converted.

The loan is non-interest bearing and is evidenced by a promissory note issued

by BRAC on the same date.

The loan was repaid by BRAC on August 12, 2019.

Amendment to the Business Combination

On August 5, 2019,

BRAC entered into an amendment (the “Amendment”) to the Business Combination Agreement.

The Amendment reduced the closing

condition originally contained in the Business Combination Agreement requiring BRAC to have minimum cash on hand following the

proper exercise of conversion rights by the holders of public shares from at least $80,000,000 to $22,000,000.

This condition was

waived by Ourgame prior to the close of the Business Combination.

The Business Combination Agreement also originally provided for

BRAC to repay $35,000,000 of indebtedness of Allied Esports and the World Poker Tour owed to Ourgame in cash at the closing of

the transactions (the “Closing”).

Pursuant to the Amendment, the parties agreed that instead of paying the full $35,000,000

in cash at the Closing, BRAC would (i) assume $10,000,000 of the debt obligations of Ourgame and Noble (including an additional

$1,200,000 of accrued interest) and (ii) repay Ourgame the remaining balance of $23,800,000 by paying $3,500,000 in cash to Ourgame

and its designees, issuing to Ourgame and its designees 2,928,679 shares of BRAC’s common stock and Ourgame retaining $1,000,000

of the proceeds of such loans to pay its transaction expenses incurred in the Merger.

In connection with entering into the Amendment,

BROG agreed to transfer an aggregate of 600,000 shares of BRAC’s common stock held by it to Ourgame.

In connection with

the execution of the Amendment, the parties entered into an amendment and acknowledgment agreement (“Acknowledgment Agreement”)

whereby the terms of the previously issued convertible notes (“Notes”) of Allied Esports and WPT (collectively “AEII/WPT”)

whereby bridge holders provided $14 million to be used for the operations of AEII/WPT were amended.

Pursuant to the Acknowledgement

Agreement, the bridge holders have agreed to defer repayment of the Notes to one year and two weeks following the Closing (the

“Maturity Date”).

In consideration of agreeing to the deferred repayment, the bridge holders will be paid an additional

six months of interest (i.e., a total of 18 months of interest) to the extent any bridge holder elects not to convert their Note

BRAC agreed to assume the debt under the Notes as part of the mergers contemplated by the Agreement, and agreed that

the debt will be secured by all the assets of BRAC following the Closing.

BROG, as the Sponsor, has also agreed that it will not

make any further transfer of its securities of BRAC, subject to certain exceptions, until the debt is repaid.

The Notes are convertible

at any time by a holder between the Closing and the Maturity Date at the “Conversion Price.”

The “Conversion

is the lesser of $8.50 per share or the price at which shares are issued to Ourgame or its affiliates in connection

with the mergers.

In July and August

2019, BRAC and BROG also entered into several share purchase agreements (the “Purchase Agreements”) with several parties

(collectively referred to as the “Purchasers”).

Pursuant to the Purchase Agreements, the Purchasers agreed to purchase

an aggregate of $18,000,000 of shares of BRAC’s common stock in open market or privately negotiated transactions.

Purchasers are unable to purchase the full $18,000,000 of shares of common stock in open market or privately negotiated transactions,

BRAC will issue to the Purchasers newly issued shares at the Closing at a per-share price equal to the per-share amount held in

BRAC’s trust account (currently approximately $10.30 per share), and having an aggregate value equal to the difference between

$18,000,000 and the dollar amount of shares purchased by them in the open market or in privately negotiated transactions.

the agreements also contains certain restrictions on the use of cash from the purchase.

At the Closing, BRAC agreed to issue to

the Purchasers 1.5 shares of common stock for every 10 shares purchased by them under the Purchase Agreements.

Additionally, BROG

agreed to transfer an aggregate of 720,000 shares held by it of BRAC common stock to the Purchasers.

Pursuant to the Purchase Agreements,

BRAC was required to file a registration statement with the SEC as promptly as practicable following Closing to register the resale

of any securities purchased by the Purchasers that are not already registered and cause such registration statement to become effective

as soon as possible.

The registration statement was filed by AESE on September 20, 2019 and became effective on October 3, 2019.

The Purchasers included a $3 million investment from Lyle Berman, a member of the board of directors of both BRAC and BROG

and the largest shareholder of BROG.

Additionally, $5 million will be held in an escrow account and its usage will be limited

to specific capital projects.

Closing of the Business Combination

The Business Combination

was closed on August 9, 2019.

In connection with the closing, the holders of 3,015,124 shares of BRAC’s common stock properly

exercised their right to convert their shares into cash at a conversion price of approximately $10.31 per share resulting in $31,080,410

in Trust Account assets being distributed back to shareholders.

Additionally, the Purchasers fulfilled their purchase commitments

purchasing approximately $12.1 million of BRAC’s shares in the open market or through privately negotiated transactions

and directly purchasing 479,546 additional shares of BRAC common stock for $4.9 million directly from BRAC.

Commensurate with the

Business Combination, BROG converted $600,000 of convertible loans to BRAC into 60,000 units (comprised 66,000 shares after conversion

of stock rights and 60,000 warrants with terms similar to the IPO warrants).

The remaining $150,000 in convertible loans were returned

in cash by BRAC to BROG.

Additionally, the underwriter agreed to an amendment to its agreement, modifying its payment due at the

close of the Business Combination to $4 million, $2 million in cash and $2 million in equity.

Other advisors used

in the transaction agreed to accept payment for $3.8 million in contingent fees in BRAC equity.

Upon, the close of

the Business Combination, BROG owned 2,685,500 shares of BRAC stock, representing approximately 11.6% of the outstanding shares

As per the Black Ridge Oil & Gas, Inc.

2018 Management Incentive Plan, 20% of the shares, or 537,100 shares, owned

by BROG are committed to employees and directors of the Company.

Additionally, as the conditions warranting BROG’s treatment

of BRAC as a VIE have been eliminated, BRAC will no longer be accounted for as a VIE and consolidated for financial statement reporting

purposes from the date of the closing of the Business Combination forward.

October 10, 2017, the Company’s sponsored special purpose acquisition company, Black Ridge Acquisition Corp.

(“BRAC”),

completed an IPO raising $138,000,000 of gross proceeds (including proceeds from the exercise of an over-allotment option by the underwriters

on October 18, 2017).

In addition, the Company purchased 445,000 BRAC units at $10.00 per unit in a private placement transaction for

a total contribution of $4,450,000 in order to fulfill its obligations in sponsoring BRAC, a blank check company formed for the purpose

of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business

combination with one or more businesses or entities.

BRAC’s efforts to identify a prospective target business were not limited to

a particular industry or geographic region.

Following the IPO and over-allotment, BROG owned 22% of the outstanding common stock of BRAC

and managed BRAC’s operations via a management services agreement through December 31, 2019.

On December 19, 2018, BRAC entered

into a business combination agreement, which subsequently closed on August 9, 2019.

BRAC was renamed Allied Esports Entertainment,

following the merger, or “AESE”, and referred to herein, as such.

Going Concern Uncertainty

As of December 31,

2019, the Company had a cash balance of $108,756 and total working capital of negative $1,289,995.

Based on projections of cash

expenditures in the Company’s current business plan, the cash on hand would be insufficient to fund the Company’s general

and administrative expenses over the next year.

We continue to pursue

sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, equity

or debt financing or other means.

We may not be successful in identifying suitable funding transactions in a sufficient time period

or at all, and we may not obtain the capital we require by other means.

If we do not succeed in raising additional capital, our

resources may not be sufficient to fund our business.

As of December 31, 2020, the

Company had a cash balance of $1,912,729 and total working capital of $1,768,153.

Based on projections of cash expenditures in the Company’s

current business plan, the cash on hand as of December 31, 2020 would be insufficient to sustain operations over the next year.

5, 2021, we raised $2.525 million from the sale of an aggregate 631,250 shares of the Company’s common stock at $4.00 per share,

resulting in approximately $2.7 million of cash on hand and $650,000 of liquid securities for a combined liquidity of $3.35 million as

of March 19, 2021.

We continue to pursue sources

of additional capital through various financing transactions or arrangements, equity or debt financing or other means.

Our ability to

scale production and distribution capabilities and further increase the value of our brands, is largely dependent on our success in raising

additional capital.

We may not be successful in

identifying suitable funding transactions in a sufficient time period or at all, and we may not obtain the capital we require by other

If we do not succeed in raising additional capital, our resources may not be sufficient to fund or expand our business.

The Company’s current

business plan projects the commencement of sales in the first half of 2021.

We may be unable to obtain additional funding if we are unsuccessful

in launching our products.

The report of the Company’s

independent registered public accounting firm that accompanies its audited consolidated financial statements in the Company’s

Annual Report on Form 10-K contains an explanatory paragraph regarding the substantial doubt about the Company’s ability

to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the

outcome of the going concern uncertainty.

We believe we create

value through identifying and targeting acreage positions or other assets with attractive returns on the capital employed.

In particular

for oil and gas investments, we evaluate amongst other factors, reserve potential, operator performance, anticipated well costs

and anticipated operating expenses .

experience and connections of our personnel across a variety of onshore unconventional oil and gas plays or other assets, we believe

that we are able to create value for our partners through opportunistic acquisitions development and subsequent divestitures.

believe our experience and relationships enhance our ability to identify and acquire high value prospects and manage them effectively.

to the closing of BRAC’s Business Combination in August 2019, the Company was focused on BRAC’s efforts to identify

a prospective target business.

Following the close of the Business Combination,

the Company commenced a strategic review to identify, review and explore alternatives for the Company, including a merger,

acquisition, or a business combination.

The Company currently owns 2,685,500 Sponsor Shares.

Of those shares, 537,100 of the Sponsor

Shares are subject to distribution rights to officers and directors under the 2018 Management Incentive Plan dated March 6, 2018.

Black Ridge is evaluating plans for the remaining Sponsor Shares which could include a distribution of some or all of the Sponsor

Share proceeds after expiration of the lock-up agreement on August 9, 2020 presuming that as of such date AESE has repaid or converted

amounts it owes pursuant to the bridge financing Note Purchase Agreement and Notes dated as of October 11, 2018 and May 17, 2019 .

independent registered public accounting firm that accompanies its audited financial statements in the Company’s Annual Report on

Form 10-K contains an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going

The consolidated financial statements do not include any adjustments that might result from the outcome of the going concern

We intend to launch

our line of freeze-dried snacks, smoothies and soups, and our direct-to-consumer focused website, to coincide with initial production

from our state-of-the-art facility located in Irving, Texas in the first half of 2021.

will operate under two distinct brands, Sow Good and Sustain Us.

Our unique food products are targeting the large, and growing,

freeze-dried food products market.

The global freeze-dried food products market is estimated by Technavio to total nearly

$60B in 2020, with the United States representing almost 30% of the total.

Technavio further projects market growth

to continue at over 8% per year through 2024.

On March 20, 2021,

our first freeze drier successfully completed its production testing.

In addition, we completed the build-out of our production facility

in March, and have finalized products and packaging, while delivering samples to potential B2B customers.

With the extensive

freeze-dried manufacturing and food product-focused business development experience of our senior management team, including recent additions,

we believe we are well positioned to lead the Company's growth and development in the freeze-dried food industry.

Principal Agreements Affecting Our Ordinary

Our principal agreements

for our continuing operations take the form of management service agreements, whereby our partners pay a fee to us for managing

the business operations and day-to-day transactions of the business, and joint venture agreements, whereby joint ventures are funded

by our partners and we are paid a fee to identify prospective oil and gas related investments for purchase and manage the day-to-day

operations of those assets once purchased.

Under the joint venture agreements, after

certain investor hurdles are met, the Company will generally receive a share of profits in the joint venture.

currently have five full time employees.

Our principal agreements for

our continuing operations take the form of employment agreements, whereby our management is compensated through a variety of forms, including

cash and equity .

currently have seventeen full time employees.

We may hire additional technical

or administrative personnel as appropriate.

However, we do not expect a significant change in the number of full-time employees

over the next 12 months based upon our currently-projected business plan.

We are using and will continue to use the services

of independent consultants and contractors to perform various professional services for us or on behalf of our partners.

that this use of third-party service providers enhances our ability to contain general and administrative expenses.

We expect a significant change in the number of full-time employees over the next 12 months

based upon our currently-projected business plan, as we commence production.

We are using and will continue to use the services of independent

consultants and contractors to perform various professional services for us or on behalf of our partners.

We believe that this use of

third-party service providers enhances our ability to contain general and administrative expenses.

Office Locations

Our executive offices

are located at 110 North Fifth Street, Suite 410, Minneapolis, Minnesota 55403.

Our office space consists of approximately 2,786

square feet leased pursuant to a month-to-month lease agreement.

Financial Information about Segments

and Geographic Areas

We have not segregated

our operations into segments or geographic areas.

Our executive offices are

located at 1440 N Union Bower Rd, Irving, TX 75061.

Our office space is included in our production facility, which consists of approximately

20,945 square feet leased pursuant to a lease agreement through September 15, 2025, with two five-year options to extend, under

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

Financial Information about Segments and Geographic

We have not segregated our

operations into segments or geographic areas.

Available Information –

to Security Holders

Our website address

is www.blackridgeoil.com.

We make available on this website, free of charge, our annual reports on Form 10-K, quarterly reports

on Form 10-Q, current reports on Form 8-K and amendments to those reports after we electronically file those materials with, or

furnish those materials to, the SEC.

Electronic filings with the SEC are also available on the SEC internet website at www.sec.gov.

We also post to our

website our Audit Committee Charter and our Code of Ethics, in addition to all pertinent company contact information.

Reports to Security

Our website address is www.thisissowgood.com.

We still make available on our www.blackridgeoil.com website, free of charge, our annual reports on Form 10-K, quarterly reports on Form

10-Q, current reports on Form 8-K and amendments to those reports after we electronically file those materials with, or furnish those

materials to, the SEC, however, we expect to transition these to the new website in the near term.

Electronic filings with the SEC are

also available on the SEC internet website at www.sec.gov.

We also post to our website

our Audit Committee Charter and our Code of Ethics, in addition to all pertinent company contact information.

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 1. Business