SOWG filing — read by section

Item 9A. Controls and Procedures

ITEM 9A. CONTROLS AND PROCEDURES 

 Evaluation of Disclosure Controls and Procedures 

 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, 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. 

 Our
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. 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
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.

 22 

 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. Accordingly,
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
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, 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
law.

 ITEM 9B. OTHER INFORMATION 

 None.

 23 

 PART III 

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 

 The following table lists our executive officers
and directors as of March 31, 2023:

 Name 
 
 Age 
 
 Position 

 Claudia Goldfarb 
 
 47 
 
 Chief Executive Officer, Interim Chief Financial Officer, Director 

 Ira Goldfarb 
 
 65 
 
 Chairman of the Board of Directors 

 Bradley Berman (1) 
 
 52 
 
 Director 

 Joe Mueller (1) 
 
 53 
 
 Director 

 Lyle Berman (1) 
 
 81 
 
 Director 

 Tim Creed (1) 
 
 36 
 
 Director 

 Chris Ludeman (1) 
 
 64 
 
 Director 

 (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.
Mrs. Goldfarb i s the co-founder of the freeze-dried foods business which the Company acquired. Mrs.
Goldfarb previously served as Prairie Dog Pet Products, LLC’s President from 2016 to 2020 and Chief Operating Officer from
2012 to 2016. During Mrs. 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. Mrs. 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. Mrs. 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. Mrs. Goldfarb has spent the
last 10 years specializing in product development, implementing best-in-class quality food systems, and freeze-dried pet food
manufacturing .

 Mr. Ira Goldfarb, who is our
Chairman of the Board of Directors, is Mrs. Claudia Goldfarb’s husband.

 Mrs. 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. Mr. Goldfarb i s the co-founder of the freeze-dried foods
business which the Company acquired. Mr. 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. In 2009 Mr. 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.
Mr. 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. Mr. Goldfarb is the husband of Claudia Goldfarb .

 24 

 Mrs. Claudia Goldfarb, who
is our Chief Executive Officer, is Mr. Ira Goldfarb’s wife.

 Mr. 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. Mr. 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. Mr. Berman
has been a director of Allied Esports Entertainment Inc. (AESE) (fka Black Ridge Acquisition Corp.) since May 2017. Mr. Berman is
the president of King Show Games, Inc., a company he founded in 1998. Mr. 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. Mr. Berman was a director of Voyager Oil and Gas, Inc. (formerly Ante4 and
WPT) from August 2004 to November 2010.

 Mr. Lyle Berman, who is one
of our directors, is Mr. Brad Berman’s father.

 Mr. 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. 

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

 Mr. 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. 

 25 

 Lyle Berman 
has been a director of the Company since October 26, 2016. Mr. 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. Berman
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. In 1990, Mr. Berman participated in the founding of Grand Casinos, Inc. Mr. 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. In less than
five years, the company opened eight casino resorts in four states. In 1994, Mr. Berman financed the initial development of Rainforest
Cafe. 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; in 2004, Mr. Berman was inducted into
the Poker Hall of Fame; and in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting & Casino Journal.

 Mr. Bradley Berman, who is
also on the Board of Directors, is Mr. Lyle Berman’s son.

 Mr. Berman’s qualifications:

 Mr. Berman currently serves
on the following Boards:

 · Redstone American Grill 

 · Augeo Affinity Marketing 

 · Epika, Inc 

 · Mill City Ventures, LTD 

 Mr. 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. and
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 –
2023) 

 · 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 –
Mr. 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. Mr. Creed is the Co-Founder and Partner of Creed UnCo, LLC, a consulting company focused
on brand management and franchising. Mr. 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.

 Mr. 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. 

 26 

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

 Mr. 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.

 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. The Board of
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
Committee. 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.

 27 

 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.

 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.

 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.

 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.

 28 

 ITEM 11. 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.

 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.

 · 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
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. 

 Benchmarking 

 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.

 29 

 The Elements of The Company’s Compensation Program 

 Base Salary 

 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,
we pay Mrs. 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
pay Mr. 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 

 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.

 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. 

 30 

 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
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.

 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:

 Summary Compensation Table 

 Name and

 Principal Position
 
 Year 
 Salary 
 Stock

 Awards 

 Option 

 Awards 

 Non-Equity 

 Incentive

 Plan

 Compensation 

 Non-Qualified 

 Deferred

 Compensation

 Earnings 

 All Other 

 Compensation 

 Total 

 Ira Goldfarb, (1) 
 2022 
 $ 331,269 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ 331,269 

 Executive Chairman 
 2021 
 $ – 
 $ 330,788 
 $ 295,589 
 $ – 
 $ – 
 $ – 
 $ 626,377 

 Claudia Goldfarb, (2) 
 2022 
 $ 293,625 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ 293,625 

 Chief Executive Officer 
 2021 
 $ – 
 $ 303,259 
 $ 295,589 
 $ – 
 $ – 
 $ – 
 $ 598,848 

 Brad Burke, (3) 
 2022 
 $ 159,409 
 $ – 
 $ 72,692 
 $ – 
 $ – 
 $ – 
 $ 232,101 

 Former Chief Financial Officer 
 2021 
 $ 275,000 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ 454,547 

 ____________________ 

 (1) Mr. Goldfarb was appointed Executive Chairman of the Board of Directors on October 1, 2020. We have
 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.
 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. On December 28,
 2020, we granted Mr. Goldfarb an option to purchase 16,500 shares of common stock at an exercise price of $4.00 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 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. 

 (2) Mrs. Goldfarb was appointed Chief Executive Officer on October 1, 2020. We have agreed to compensate
 Mrs. Goldfarb a total of $292,500 in cash per year commencing on January 1, 2022, and 5,541 shares per month through December 31,
 2021. 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. On December 28, 2020, we granted Mrs.
 Goldfarb an option to purchase 16,500 shares of common stock at an exercise price of $4.00 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. 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. 

 (3) Mr. 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. 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. 

 31 

 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.

 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.

 Outstanding Option Awards at Fiscal Year-End 

 Name 
 Number of Securities

 Underlying

 Unexercised Options (#) Exercisable
 
 Number of Securities Underlying

 Unexercised Options (#) Unexercisable
 
 Option Exercise Price 
 Option Expiration Date 

 Ira Goldfarb, Executive Chairman 
 25,000 
 50,000 (1) 
 $ 3.70 
 January 3, 2031 

 -0- 
 16,500 (2) 
 $ 4.00 
 December 27, 2030 

 -0- 
 50,000 (3) 
 $ 5.25 
 October 1, 2030 

 Claudia Goldfarb, Chief Executive Officer 
 25,000 
 50,000 (1) 
 $ 3.70 
 January 3, 2031 

 -0- 
 16,500 (2) 
 $ 4.00 
 December 27, 2030 

 -0- 
 50,000 (3) 
 $ 5.25 
 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.

 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.

 32 

 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.

 Name 
 Fees Earned or Paid in Cash 
 Stock Award 
 Option Awards 
 Non-Equity Incentive Compensation 
 Change in Pension Value and Nonqualified Deferred Compensation Earnings 
 All other Compensation 
 Total 

 Bradley Berman 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 

 Chris Ludeman 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 

 Lyle Berman 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 
 $ – 

 Joe Mueller (1) 
 $ – 
 $ 24,998 
 $ 71,423 
 $ – 
 $ – 
 $ – 
 $ 96,421 

 Tim Creed (1) 
 $ – 
 $ 25,000 
 $ 87,346 
 $ – 
 $ – 
 $ – 
 $ 112,346 

 (1) 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. 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. 

 (2) 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. 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
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.

 ITEM 12. 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; (ii) each director; (iii) each named executive officer; and (iv) all
of our directors and executive officers as a group. On March 31, 2023, we had 4,847,384 shares of common stock outstanding.

 33 

 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.

 Name, Title and Address of Beneficial Owner 
 Number of Shares Beneficially Owned (1) 
 Percentage of Ownership 

 Claudia Goldfarb, Chief Executive Officer, Interim, Chief Financial Officer, Director (2) 
 2,062,912 
 40.1% 

 Ira Goldfarb, Chairman of Board (3) 
 2,907,958 
 48.6% 

 Bradley Berman, Director (4) 
 279,053 
 5.7% 

 Lyle Berman, Director (5) 
 1,278,194 
 23.5% 

 Joe Mueller 
 8,064 
 *% 

 Tim Creed, Director 
 6,410 
 *% 

 Chris Ludeman, Director (6) 
 132,892 
 2.7% 

 All Directors and Executive Officers as a Group (7 persons) 
 4,686,862 
 70.1% 

 Morris Goldfarb (7) 
 512 Seventh Avenue, 35 th FL
 New York, NY 10018
 
 357,799 
 7.4% 

 __________________

 * 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. 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 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. 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. 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. Does not include 123,910 shares held by trusts for the children of Mr. Lyle Berman, for which Mr. Gary
Raimist is trustee. 

 (6) Includes 97,058 shares held by Christopher R. & Lynda M. Ludeman
JTWROS. Includes 16,101 shares which may be purchased pursuant to stock options exercisable within 60 days of March 31, 2023. 

 (7) Includes 150,000 shares held by Sirrom, LLC, for which Morris Goldfarb
is the beneficial ownership. 

 34 

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

 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
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.
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.

 On April
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. 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.
Assuming full exercise thereof, further proceeds to the Company from the exercise of the Warrant Shares is calculated as $2,173,750. 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. 

 35 

 Common Stock Issued to Officers for Services 

 On various
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. 

 On
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. Pursuant
to the Company’s Non-Employee Director Compensation Plan, Mr. Creed received 6,410 shares of common stock as compensation. Pursuant
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
Plan, Mr. Mueller was also granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $3.10
per share. 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
$14,413.

 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. The
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. The
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. The shares
were expensed upon issuance. 

 On May 25,
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. 

 On January
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. 

 36 

 Options Granted for Services to Officers and
Directors 

 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
$29,562.

 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 

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

 Promissory 
 Stock Warrant 

 Name and Title at Time of Grant 
 Note 
 Shares Granted 

 Ira and Claudia Goldfarb, Chairman and Chief Executive Officer 
 $ 1,500,000 
 225,000 

 Brad Burke, Chief Financial Officer 
 25,000 
 3,750 

 Lyle Berman, Director 
 500,000 
 75,000 

 Cesar J. Gutierrez, brother of the Company’s Chief Executive Officer 
 50,000 
 7,500 

 Total: 
 $ 2,075,000 
 311,250 

 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 
 26,250 

 Bradley Berman, Director 
 26,250 

 Lyle Berman, Director 
 26,250 

 Benjamin Oehler, former Director 
 26,250 

 Total: 
 105,000 

 37 

 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
Persons 

 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. The only
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. Similarly,
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.

 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. 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.

 ITEM 14. 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.

 38 

 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.

 Years Ended December 31, 

 2022 
 2021 

 Audit fees (1) 
 $ 53,248 
 $ 48,265 

 Audit related fees 
 – 
 – 

 Tax fees 
 – 
 – 

 All other fees 
 – 
 – 

 Total 
 $ 53,248 
 $ 48,265 

 _________________________________ 

 (1) 
 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
and 2021.

 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. 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.
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.

 39 

 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; and 

 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
SEC.

 THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 

 Chris Ludeman, Chairman 

 Joe Mueller 

 Lyle Berman 

 Bradley Berman

 Tim Creed
 
 40 

 PART IV 

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 

 Exhibits

 Exhibit No 
 Description 

 2.1 
 Distribution Agreement by and between Ante4, Inc. (now Voyager
 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) 

 2.2 
 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) 

 2.3 
 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) 

 2.4 
 Agreement and Plan of Merger by and between 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) 

 3.1 
 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) 

 3.2 
 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) 

 3.3 
 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) 

 3.4 
 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) 

 4.1 
 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) 

 4.2 
 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) 

 4.3 
 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) 

 41 

 4.4 
 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) 

 4.5 
 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) 

 4.6 
 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) 

 4.7 
 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) 

 4.8 
 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) 

 4.9 
 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) 

 4.10 
 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) 

 4.11 
 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) 

 4.12 
 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) 

 4.13 
 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) 

 4.14 
 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) 

 4.15 
 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) 

 4.16 
 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) 

 42 

 4.17 
 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) 

 9.1 
 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) 

 10.1 
 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) 

 10.2 
 Asset Purchase Agreement dated June 9, 2020, between S-FDF, LLC and Black Ridge Oil & Gas, Inc. (incorporated by reference to Exhibit 10.2 of the Form SC 13D/A filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on June 17, 2020) 

 10.3 
 Amendment to Asset Purchase Agreement dated October 1, 2020, between S-FDF, LLC and Black Ridge Oil & Gas, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the Securities and Exchange Commission by Black Ridge Oil & Gas, Inc. on October 6, 2020) 

 10.4 
 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. on August 11, 2020) 

 10.5 
 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. on August 11, 2020) 

 10.6 
 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. on August 11, 2020) 

 10.7 
 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) 

 10.8 
 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) 

 10.9 
 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) 

 10.10 
 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) 

 10.11 
 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) 

 43 

 10.12 
 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) 

 10.13 
 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. on July 7, 2021) 

 10.14 
 Form of Note and Warrant Purchase Agreement (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 4, 2022) 

 10.15 
 Form of 2021 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 January 4, 2022) 

 10.16 
 Form of Note and Warrant Purchase Agreement, dated April 8, 2022, by and among Sow Good Inc. 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 April 14, 2022) 

 10.17 
 Form of April 2022 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 April 14, 2022) 

 10.18 
 First Amendment to April 2022 Promissory Note, dated August 23, 2022, by and among Sow Good Inc. and the Required Note Holders named therein (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by Sow Good Inc. on August 25, 2022) 

 10.19 
 Form of Note and Warrant Purchase Agreement, dated August 23, 2022, by and among Sow Good Inc. 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 August 25, 2022) 

 10.20 
 Form of August 2022 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 August 25, 2022) 

 24.1* 
 Power of Attorney (including on signature pages) 

 31.1* 
 Certification of
 Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or
 15d-14(a) 

 32.1* 
 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 

 101* 
 Interactive Data Files 

 * Filed herewith.

 ITEM 16. Form 10–K Summary. 

 None.

 44 

 SIGNATURES

 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.

 Dated: April 14, 2023 
 SOW GOOD INC. 

 By: / s/ Claudia Goldfarb 

 Claudia Goldfarb, Chief Executive Officer 

 (Principal Executive Officer) 

 45 

 Exhibit 24.1

 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.

 By: /s/
Claudia Goldfarb 
 Dated:
 April 14, 2023 

 Claudia Goldfarb, Chief Executive Officer and Interim Chief Financial Officer 
 
 (Principal Executive Officer) 
 
 By: /s/ Ira Goldfarb 
 Dated: April 14, 2023 

 Ira Goldfarb, Executive Chairman 
 
 By: /s/ Bradley Berman 
 Dated: April 14, 2023 

 Bradley Berman, Director 
 
 By: /s/ Lyle Berman 
 Dated: April 14, 2023 

 Lyle Berman, Director 
 
 By: /s/
 Joe Mueller 
 Dated: April 14, 2023 

 Joe Mueller, Director 
 
 By: /s/ Chris Ludeman 
 Dated: April 14, 2023 

 Chris Ludeman, Director 
 
 By: /s/
 Tim Creed 
 Dated: April 14, 2023 

 Tim Creed, Director 
 
 46
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
Sow Good Inc. 10-K

Item 9A. Controls and Procedures
