Welcome to our dedicated page for Sow Good SEC filings (Ticker: SOWG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sow Good Inc. filings document the regulatory record for a Nasdaq-listed freeze-dried food and candy company with common stock trading under SOWG. Recent Form 8-K disclosures cover material events, Regulation FD materials, governance changes, charter amendments, shareholder-consent actions, and modifications affecting security-holder rights.
The filings also describe capital-structure matters, including convertible preferred stock, common-stock authorization, equity-plan amendments, a reverse stock split, and sales-agreement and registration-statement disclosures for potential equity issuance. Other records address director departures, voting approvals, exhibit filings, and the company’s reported securities registered on The Nasdaq Capital Market.
Sow Good Inc. disclosed that Chief Commercial Officer Yisroel Goldberg filed an initial insider ownership report on Form 3. This filing establishes his status as an executive officer and formally records his beneficial ownership position in the company’s shares as required under U.S. securities rules.
Sow Good Inc. furnished a Definitive Information Statement to report stockholder written consents approving four actions: (i) issuance of up to 21,000,000 shares upon conversion of Series AA Preferred and up to 375,000,000 shares upon conversion of Series AAA Preferred; (ii) an amendment to increase authorized Common Stock to 1,000,000,000 shares; (iii) board authority to effect a reverse stock split between 1-for-2 and 1-for-99; and (iv) an amendment to the 2024 Stock Incentive Plan to increase the reserve to 10,000,000 shares.
The actions were approved by Majority Stockholders by written consent on February 12, 2026 and are effective no earlier than twenty days after mailing to holders of record as of February 20, 2026. The Information Statement describes a private placement that raised aggregate gross proceeds of $6.0 million in two closings at $2.00 per preferred share, with the second closing conditioned on the effectiveness of these approvals.
Sow Good Inc. reported several corporate changes. The company amended its Securities Purchase Agreement with David Lazar, replacing the original certificate of designation for 1,500,000 shares of Series AAA preferred stock, which are convertible into 375,000,000 shares of common stock. Under the new terms, each preferred share may be redeemed by the company at a price of $200.00 per share plus any declared but unpaid dividends and is subject to conversion limitations.
The board appointed Yisroel Goldberg as Chief Commercial Officer, effective February 13, 2026, highlighting his extensive background in real estate asset management, portfolio performance, and fiduciary roles. The board also approved amended and restated bylaws, effective February 18, 2026, to allow stockholders holding a majority of the voting power to remove any director or the entire board with or without cause, consistent with Delaware law.
Sow Good Inc. director and 10% owner Ira Goldfarb reported converting a Senior Convertible Promissory Note into 827,095 shares of common stock at $0.35 per share on February 12, 2026. This was recorded as a conversion of a derivative security and an acquisition of common stock held directly.
Following the conversion, Goldfarb directly held 1,975,451 shares of common stock and 3,521,114 notional shares tied to the senior convertible note. Additional common shares are held indirectly through several trusts where he is trustee, including irrevocable and 2021 trusts, as well as through IG Union Bower, LLC with 25,000 shares and S-FDF, LLC with 1,620,973 shares, over which he and his spouse share control and pecuniary interest.
Sow Good Inc. has obtained written consent from holders of 50.7% of its common stock to approve several major capital actions without holding a stockholder meeting. These include authorizing the issuance of up to 21,000,000 shares of common stock upon conversion of Series AA Preferred Stock and up to 375,000,000 shares upon conversion of Series AAA Preferred Stock in connection with a $6.0 million private placement with CEO David Lazar.
The company will amend its charter to increase authorized common shares from 500,000,000 to 1,000,000,000, giving significant capacity for conversions and future financing. It also grants the board discretionary authority to implement one or more reverse stock splits between 1‑for‑2 and 1‑for‑99 within two years of the information statement effective date, primarily to support Nasdaq listing compliance and manage the share price.
In addition, Sow Good is increasing the 2024 Stock Incentive Plan share reserve to 10,000,000 shares, with 9,959,789 shares available for issuance as of February 12, 2026. The company explicitly notes that these actions may substantially dilute existing holders and could leave the investor and his designees with effective control after preferred stock conversion.
Sow Good Inc. director and 10% owner Ira Goldfarb reported an acquisition of 138,888 shares of common stock on January 15, 2026 at a price of $0 per share. Following this award, he directly beneficially owns 1,148,356 shares of Sow Good common stock.
In addition, he reports indirect beneficial ownership of multiple blocks of common stock held through various trusts, an entity named IG Union Bower, LLC, and an entity named S-FDF, LLC, where he or family members have roles described in the footnotes. He also holds a Senior Convertible Promissory Note with a conversion price of $0.62 per share, which is convertible into 2,454,632 shares of common stock from April 28, 2025 until April 30, 2030.
Sow Good Inc. 10% owner Lyle Berman reported receiving 138,888 shares of common stock on 01/15/2026 at a stated price of $0, increasing his directly held stake to 161,142 common shares. He also reports indirect ownership of 6,750 shares through Berman Consulting Corporation and 1,165,900 shares through family trusts, in which he holds a pecuniary interest.
In addition, Berman holds a Senior Convertible Promissory Note with a conversion price of $0.63 per share, currently representing 2,067,650 underlying common shares. The note is convertible at the holders’ election from 04/28/2025 until its expiration on 04/30/2030, based on the average closing price of the common stock for the five trading days immediately before entry into the new notes.
Sow Good Inc. director David Natan filed an initial Form 3 stating he does not beneficially own any of the company’s securities. The filing lists his relationship to Sow Good Inc. as a director and confirms that there are no non-derivative or derivative securities reported in the ownership tables. The event date for this disclosure is 12/31/2025, and the explanation of responses explicitly notes that no securities are beneficially owned.
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.
Sow Good Inc. furnished an 8-K announcing it issued a press release with financial results for the year-to-date and three-month periods ended September 30, 2025.
The release is furnished as Exhibit 99.1 and contains forward-looking statements with related cautionary language. The information under Item 2.02, including Exhibit 99.1, is being furnished and is not deemed filed under the Exchange Act or incorporated by reference except as expressly stated.