{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-001510","form_type":"8-K","ticker":"SOWG","cik":"0001490161","company_name":"Sow Good Inc.","filed_at":"2026-01-05T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.207927+00:00","generated_at":"2026-05-16T11:39:15.085800+00:00","sec_items":["1.01","3.02","5.03","5.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Sow Good raises $6M via preferred placement, sells assets for $1.5M, appoints new CEO","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-001510","json":"https://secwatch.observer/filing/0001193125-26-001510.json","markdown":"https://secwatch.observer/filing/0001193125-26-001510.md","text":"https://secwatch.observer/filing/0001193125-26-001510.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/sowg-20251231.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T11:39:15.085800+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"108b2afdc9f88abdc0a9019c207ba34007668420","claim":"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.","evidence_excerpt":"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)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"1,500,000 Series AA Preferred Shares"},{"label":"Purchaser","value":"David Lazar"},{"label":"Consideration","value":"$2.00 per share, for aggregate gross proceeds of $3.0 million"}],"fact_type":"equity_issuance"},{"claim_id":"249830c168f98375d652460a7be386bfe89819b6","claim":"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\").","evidence_excerpt":"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\")","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"1,500,000 Series AAA Preferred Shares"},{"label":"Purchaser","value":"David Lazar"},{"label":"Consideration","value":"$2.00 per share, for aggregate gross proceeds of $3.0 million (the \"Second Closing Purchase Price\")"}],"fact_type":"equity_issuance"},{"claim_id":"387c8187ed47a15a0929dd1dcdc3b94567ebf67b","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-12-31"}],"fact_type":"governance_change"},{"claim_id":"b18d2acd3c3d87d88dc98bd2b3608ab9c4558bd3","claim":"Sow Good Inc. entered into Securities Purchase Agreement with David Lazar valued at aggregate gross proceeds of $6.0 million (effective 2025-12-31).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"David Lazar"},{"label":"Value","value":"aggregate gross proceeds of $6.0 million"},{"label":"Effective","value":"2025-12-31"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}