Sow Good Inc. Reports Material Event

Accepted by SEC EDGAR 01/06/2026 - 06:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Sow Good Inc. reported that it has entered into a private placement and a strategic asset sale intended to support its ongoing candy operations and future growth, while it evaluates other strategic options such as partnerships, acquisitions, or additional corporate transactions to strengthen its financial position and build long-term stockholder value.

The company also described a significant leadership transition. Claudia Goldfarb is stepping down as Chief Executive Officer and will remain as Chief Operating Officer and a member of the board. David Lazar has been appointed Chief Executive Officer, elected to the board, and will serve as Chairman. Directors Chris Ludeman and Joe Mueller are resigning from the board in connection with the financing and asset sale, and David Natan is joining the board and will serve as Audit Committee Chairman following Mr. Ludeman’s resignation.

Insights

Equity governance and capital structure analyst

Sow Good combines new financing steps with a broad leadership and board reshuffle.

Sow Good Inc. is pursuing a private placement and a strategic asset sale to help fund its candy operations and potential future growth initiatives. At the same time, it is actively assessing other strategic alternatives, including possible partnerships, acquisitions, or additional corporate transactions, with an explicit goal of strengthening its financial position and enhancing long-term stockholder value.

The filing also outlines a comprehensive leadership transition. Claudia Goldfarb is moving from Chief Executive Officer to Chief Operating Officer while remaining on the board, and David Lazar is becoming Chief Executive Officer, joining the board and serving as its Chairman. In connection with the financing and asset sale, directors Chris Ludeman and Joe Mueller are resigning, and David Natan is joining the board as Audit Committee Chairman after Mr. Ludeman’s resignation. These changes concentrate leadership authority around the new CEO and refresh key board roles, while the ultimate impact will depend on how the new team executes the strategic review and capital actions described.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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False000149016100014901612026-01-062026-01-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________________________________________

FORM 8-K

_____________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2026

_____________________________________________________________________________________________

Sow Good Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________________________________________________________________________________

Delaware		001-42037		27-2345075
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1440 N Union Bower Rd

Irving, TX 75061

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 623-6055

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		SOWG		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 8.01 below is incorporated by reference herein.

Item 8.01. Other Events.

On January 6, 2026, Sow Good Inc. (the “Company”) issued a press release announcing a private placement and strategic asset sale to support continued candy operations and future growth, while assessing 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. Further the press release announced the previously disclosed leadership transition with (i) Claudia Goldfarb stepping down as Chief Executive Officer while remaining with the Company as Chief Operating Officer and a member of the Company’s board of directors (the “Board”), (ii) members of the Board Chris Ludeman and Joe Mueller resigning from the Board in connection with the private placement and strategic asset sale, (iii) David Lazar being appointed Chief Executive Officer and elected to the Board, serving as the Board’s Chairman and (iv) David Natan being elected to the Board and serving as Audit Committee Chairman following Mr. Ludeman’s resignation.

The press release is furnished herewith as Exhibit 99.1. The information in this Item 8.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by Sow Good Inc., dated January 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOW GOOD INC.
	By:	/s/ David Lazar
		David Lazar
		Chief Executive Officer
Date: January 6, 2026

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