What changed in this filing

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Item 1. Business

2022-03-29 compared with 2021-03-31 · 68 added, 68 removed, 63 unchanged (68% of the section changed)

2 unchanged sentences

to Sow Good Inc.

(“SOWG,”

“Sow Good,”

or the “Company”).

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.

(“SOWG,” “Sow Good,” or the “Company”).

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

During 2021, the

Company launched a line of freeze-dried snacks, smoothies, soups and granola.

We are marketing our line of products via our direct-to-consumer

focused website, as well as via the business-to-business sales channel.

Our business operates

under two distinct brands, Sow Good and Sustain Us.

Our unique food products are target the large, and growing, freeze-dried food products

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.

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.

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.

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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

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.

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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

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

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

(“BRAC”),

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

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

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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

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BRAC was renamed Allied Esports Entertainment,

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

Going Concern Uncertainty

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Company had a cash balance of $3,345,928 and total working capital of $4,488,207.

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 are too early in our development stage to project

revenue with a necessary level of certainty;

therefore, we may not have sufficient funds to sustain our operations for the next twelve

months and we may need to raise additional cash to fund our operations.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

The Company has commenced sales and continues to develop its operations.

In the event sales do

not materialize at the expected rates, management would seek additional financing or would attempt to conserve cash by further reducing

There can be no assurance that we will be successful in achieving these objectives.

We continue to pursue sources

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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 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 report of the Company’s

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.

During 2021, the

Company launched a line of freeze-dried snacks, smoothies, soups and granola.

We are marketing our line of products via our direct-to-consumer

focused website, as well as via the business-to-business sales channel.

Our business operates

under two distinct brands, Sow Good and Sustain Us.

Our unique food products are targeting the large, and growing, freeze-dried food products

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.

With the extensive

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cash and equity .

currently have seventeen full time employees.

We may hire additional technical

or administrative personnel as appropriate.

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.

currently have 33 full time employees.

We may hire additional technical or administrative

personnel as appropriate.

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

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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 .

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

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operations into segments or geographic areas.

Available 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.

Available Information – Reports to Security

Our website addresses are

www.thisissowgood.com and www.soginc.com.

We make available on our www.sowginc.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.

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

We also post to our website

1 unchanged sentence

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