Sow Good raises $6M via preferred placement, sells assets for $1.5M, appoints new CEO

Sow Good Inc.

Issued 1.5M Series AA preferred shares at $2 each ($3M) in first closing; second closing of Series AAA expected by March 31, 2026.
Sold freeze-dried snack assets to related party Trea Grove for $1.5M payable through March 2026; entered exclusive distribution agreement.
Ira Goldfarb resigned as Executive Chairman; David Lazar appointed CEO and Chair; Claudia Goldfarb stepped down as CEO.
Directors Joe Mueller and Chris Ludeman resigned; David Lazar and David Natan elected to the board.
Settlement agreements with Executive Chairman Ira Goldfarb ($1.25M cash upon stockholder meeting) and directors Mueller and Ludeman.

item 1.01 item 3.02 item 5.03 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Sow Good Inc. issued 1,500,000 Series AA Preferred Shares of preferred stock to David Lazar for $2.00 per share, for aggregate gross proceeds of $3.0 million.

Security: preferred stock
Shares: 1,500,000 Series AA Preferred Shares
Purchaser: David Lazar
Consideration: $2.00 per share, for aggregate gross proceeds of $3.0 million

Exact text from the filing

following the execution of the Securities Purchase Agreement (the “First Closing”), 1,500,000 Series AA Preferred Shares, at a price per Series AA Preferred Share equal to $2.00, for aggregate gross proceeds of $3.0 million. The First Closing occurred on December 31, 2025, with the filing of the Series AA Certificate of Designations (as defined below)

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Sow Good Inc. issued 1,500,000 Series AAA Preferred Shares of preferred stock to David Lazar for $2.00 per share, for aggregate gross proceeds of $3.0 million (the "Second Closing Purchase Price").

Security: preferred stock
Shares: 1,500,000 Series AAA Preferred Shares
Purchaser: David Lazar
Consideration: $2.00 per share, for aggregate gross proceeds of $3.0 million (the "Second Closing Purchase Price")

Exact text from the filing

Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue and sell to the Investor at a second closing of the Private Placement (the "Second Closing"), 1,500,000 Series AAA Preferred Shares, at a price per Series AAA Preferred Share equal to $2.00, for aggregate gross proceeds of $3.0 million (the "Second Closing Purchase Price")

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sow Good Inc.: Filed Certificate of Designations for Series AA Convertible Non-Redeemable Preferred Stock, establishing rights, preferences, and privileges of the new series (effective 2025-12-31).

Change: charter amendment
Effective: 2025-12-31

Exact text from the filing

On December 31, 2025 (the “Filing Date”), the Company filed a Certificate of Designations, Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock (the “Series AA Certificate of Designations”) with the Secretary of State of the State of Delaware with respect to the Series AA Preferred Stock.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sow Good Inc. entered into Securities Purchase Agreement with David Lazar valued at aggregate gross proceeds of $6.0 million (effective 2025-12-31).

Action: entry
Agreement: equity purchase
Counterparty: David Lazar
Value: aggregate gross proceeds of $6.0 million
Effective: 2025-12-31

Exact text from the filing

On December 31, 2025 (the “SPA Effective Date”), Sow Good Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the David Lazar (the “Investor”), pursuant to which the Company agreed to issue and sell, in a private placement, shares

View on SEC.gov

32 equity issuances filed in the last 30 days. Browse all equity issuances →

Sow Good Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-001510

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