What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-04-14 compared with 2022-03-29 · 70 added, 55 removed, 59 unchanged (68% of the section changed)

1 unchanged sentence

EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company changed its ticker

symbol from “ANFC” to “SOWG”, effective as of the opening of trading on January 22, 2021.

There is a limited public

market for our common stock.

Shares of our common stock trade on the over-the-counter market and are quoted on the OTCQB tier of the OTC

Markets under the symbol “SOWG”.

As of March 31, 2023, the closing price of our common stock was $4.20.

Quotations on the OTCQB reflect

inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions.

Effective February 21, 2020,

our common stock underwent a 1-for-300 reverse split, which is retrospectively reflected throughout this Form 10-K.

The following table sets forth,

for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTC Markets.

The following

quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Fiscal Year Ended December 31, 2022

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year Ended December 31, 2021

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

As of March 31, 2023,

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5, 2019, the 2020 Stock Incentive Plan (the “2020 Plan”) was approved by our Board.

Amongst other things, the 2020 Plan authorized

a total of 320,000 shares of our common stock.

Subsequently, on October 1, 2020, January 4, 2021 and again on March 19, 2021, the Board

approved an increase in the number of shares of common stock reserved under the 2020 Plan, from 320,000 shares to a total of 814,150 shares.

Amongst other things, the

2020 Plan authorized a total of 320,000 shares of our common stock.

Subsequently, on October 1, 2020, January 4, 2021 and again on

March 19, 2021, the Board approved an increase in the number of shares of common stock reserved under the 2020 Plan, from

320,000 shares to a total of 814,150 shares.

The increase was approved by a majority of shareholders of record on September 3, 2021.

The following table sets forth certain information

regarding our 2020 Plan as of December 31, 2021:

The following table sets forth certain information regarding our 2020 Plan as of December 31, 2022:

Number of securities to be issued upon exercise of outstanding stock options

Weighted-average exercise price of outstanding stock options

Number of securities remaining available for future issuance under the 2020 Plan

Weighted-average exercise price of

outstanding stock options

Number of securities remaining available for

future issuance under the 2020 Plan

For the fiscal years ended

December 31, 2022 and 2021, we issued 137,597 and 257,975 stock options pursuant to the 2020 Plan.

There were 161,606 options

cancelled or forfeited pursuant to the 2020 Plan during the year ended December 31, 2021.

There were no options cancelled or

forfeited pursuant to the 2020 Plan during the year ended December 31, 2020.

There were 60,975 and

161,606 options cancelled or forfeited pursuant to the 2020 Plan during the years ended December 31, 2022 and 2021, respectively.

Effective December 12, 2016,

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Number of securities to be issued upon exercise of outstanding stock options

Weighted-average exercise price of outstanding stock options

Number of securities remaining available for future issuance under the 2016 Plan

Weighted-average exercise price of

outstanding stock options

Number of securities remaining available for

future issuance under the 2016 Plan

For the fiscal years ended

December 31, 2022 and 2021, we issued no stock options pursuant to the 2016 Plan.

There were 1,000 and 3,699 options cancelled

or forfeited pursuant to the 2016 Plan during the years ended December 31, 2021 and 2020, respectively.

There were 1,000 options cancelled or

forfeited pursuant to the 2016 Plan during the year ended December 31, 2021.

Effective March 2, 2012,

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Number of securities to be issued upon exercise of outstanding stock options

Weighted-average exercise price of outstanding stock options

Number of securities remaining available for future issuance under the 2012 Plan

Weighted-average exercise price of

outstanding stock options

Number of securities remaining available for

future issuance under the 2012 Plan

For the fiscal years ended

2 unchanged sentences

or forfeited pursuant to the 2012 Plan during the years ended December 31, 2022 and 2021, respectively.

On December 21, 2022 ,

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 September 29, 2022 ,

warrants to purchase an aggregate 187,500 shares of common stock were issued to directors pursuant to a private placement debt offering

in which aggregate proceeds of $750,000 were received in exchange for promissory notes and warrants to purchase an aggregate 187,500 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 April 8, 2022, warrants

to purchase an aggregate 925,000 shares of common stock were issued pursuant to a private placement debt offering in which aggregate proceeds

of $3,700,000 were received in exchange for 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.

The warrants are fully vested and exercisable over a period of 10 years at a price

of $2.35 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.

A total of 780,000 of the warrants were issued

to officers or directors.

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

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Gutierrez, brother of the Company’s Chief Executive Officer

In consideration for four

of our officers and directors’ 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 officers and directors receiving grants and the amounts

of such grants were as follows:

Stock Warrant

Name and Title at Time of Grant

Shares Granted

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

Bradley Berman, former Chairman of the Board and Director

Lyle Berman, Director

Benjamin Oehler, former Director

There were no warrants

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Act of 1933 pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder.

On December 8, 2021,

we issued a total of 46,665 shares of common stock, restricted in accordance with Rule 144, among five board members for services rendered.

On November 30, 2021,

we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for

services rendered.

On November 30, 2021,

we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services

On October 31, 2021,

we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for

services rendered.

On October 31, 2021,

we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services

On October 7, 2021,

we issued 5,541 shares of common stock, restricted in accordance with Rule 144, to Claudia Goldfarb, our Chief Executive Officer, for

services rendered.

On October 7, 2021,

we issued 6,044 shares of common stock, restricted in accordance with Rule 144, to Ira Goldfarb, our Executive Chairman, for services

SELECTED FINANCIAL DATA.

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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 5. Market for Registrant’s Common Equity