SOWG News & Events

Sow Good files $1B mixed securities shelf

Sow Good files to sell 109.01M shares of common stock for holders

In connection with the transactions: David Lazar was appointed CEO and Chair of the Board. Claudia Goldfarb stepped down as Chief Executive Officer and remains with the Company as COO and a member of the Board. David Lazar and David Natan were elected to the Board of Directors. Joe Mueller and Chris Ludeman resigned from the Board in connection with the transactions. Ira Goldfarb resigned as Executive Chairman and Chair of the Board. Following the completion of these transactions, Sow Good will continue operating its candy business while evaluating growth opportunities within the candy and snack industry. The Company will also assess other strategic alternatives, including potential partnerships, acquisitions, or additional corporate transactions, with the goal of strengthening its financial position and creating long-term stockholder value.

Sow Good announced the completion of a series of strategic transactions designed to strengthen its liquidity position, transition the business to a more asset-light operating model, and provide flexibility as the Company continues operating its candy business while evaluating growth opportunities and broader strategic alternatives. On December 31, Sow Good entered into a securities purchase agreement for a $6M private placement with investor David Lazar. The financing will be completed in two tranches of $3M each through the issuance of Series AA and Series AAA Convertible Non-Redeemable Preferred Stock. The first $3M closing was completed on December 31. The second $3M closing is expected to occur following receipt of required stockholder approvals and prior to March 31, 2026. Net proceeds from the private placement are expected to be used to fund ongoing operations, address outstanding liabilities, and preserve the Company's ability to operate as a going concern while it pursues strategic initiatives. Sow Good also completed the sale of a significant portion of the assets related to the Company's freeze-dried snacks and candy business to Trea Grove for total consideration of $1.5M, payable in installments through March 31, 2026. The transaction includes the transfer of selected intellectual property, real property improvements, and other related assets, along with the assumption of specified liabilities. Following the asset sale, the Company entered into a distribution agreement appointing Trea Grove as the exclusive distributor of certain Sow Good products, including fruits, snacks, and candy, through July 31, 2026, unless extended. Under the agreement, the distributor will manage customer communications, logistics, fulfillment, billing, and collections, and will remit 10% of gross receipts from product sales to the Company. These transactions do not represent a liquidation or cessation of operations. Sow Good will continue selling and distributing its candy products in the ordinary course of business.