---
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"
generated_at: "2026-05-16T11:39:15.085800+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-001510
- JSON: https://secwatch.observer/filing/0001193125-26-001510.json
- Plain text: https://secwatch.observer/filing/0001193125-26-001510.txt

## Key facts
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm
- Equity Issuances
  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")
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1490161/000119312526001510/0001193125-26-001510-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.