Note 12 – Stockholders’ Equity

Preferred Stock

The Company has 20,000,000 authorized shares of $0.001 par value preferred stock. The Company is authorized to issue shares of preferred stock, par value $0.001 per share, in one or more series, with such rights, preferences, privileges and restrictions as may be determined by the Company’s Board of Directors.

On December 31, 2025, in connection with a Securities Purchase Agreement with an investor, the Company filed a Certificate of Designations, Preferences and Rights creating 1,500,000 shares of Series AA Convertible Non-Redeemable Preferred Stock (the “Series AA Preferred Stock”) and issued 1,500,000 shares of Series AA Preferred Stock at a stated value of $2.00 per share for aggregate gross proceeds of $3,000,000. A second closing for the issuance of 1,500,000 shares of Series AAA Convertible Redeemable Preferred Stock (the “Series AAA Preferred Stock” and together with the Series AA Preferred Stock, the “Preferred Stock”) at a stated value of $2.00 per share for aggregate gross proceeds of $3,000,000 occurred on March 31, 2026. The terms of the Series AAA Preferred Stock are substantially similar to those of the Series AA Preferred Stock, except that (i) each share of Series AAA Preferred Stock is initially convertible into a greater number of shares of common stock (ii) the Series AAA Preferred Stock are redeemable, and (iii) there is an ownership limitation upon conversion.

The Preferred Stock ranks senior to the Company’s common stock and any junior securities with respect to dividends and distributions upon liquidation, dissolution or winding up of the Company, and on parity with any series of preferred stock expressly designated as ranking on parity with the Preferred Stock.

The Preferred Stock does not bear a stated dividend rate. However, if the Company declares a dividend on its common stock, holders of Preferred Stock are entitled to receive dividends on an as-converted basis in the same form and manner as holders of common stock.

Subject to receipt of stockholder approvals and the filing of an amendment to the Company’s certificate of incorporation, each share of Series AA Preferred Stock is initially convertible, at the option of the holder, into 14 shares of common stock, and each share of Series AAA Preferred Stock is initially convertible into 250 shares of common stock, subject to customary anti-dilution adjustments for stock splits, stock dividends, combinations, and similar events.

On May 31, 2026, upon the issuance of the Series AAA Preferred Stock, holders of 1,122,609 shares of the Series AAA Preferred Stock converted their shares into 280,652,250 shares of common stock (or 18,710,150 shares of common stock after giving effect to the 15-to-1 reverse stock split). On the same date, Mr. David Lazar converted 410,000 shares of Series AA Preferred Stock into 5,740,000 shares of common stock (or 382,666 shares of common stock after giving effect to the 15-to-1 reverse stock split).

In the event of a liquidation, dissolution or winding up of the Company, holders of Preferred Stock are entitled to receive, prior and in preference to any distributions to holders of common stock, an amount per share equal to the greater of (i) the stated value of $2.00 per share plus any declared but unpaid dividends or (ii) the amount per share that would have been payable had such shares been converted into common stock immediately prior to such event.

The Preferred Stock generally has no voting rights, except as required by Delaware law and for certain protective provisions requiring the consent of holders of a majority of the applicable series of the outstanding Preferred Stock.

The Company has 20,000,000 authorized shares of $0.001 par value preferred stock. On December 31, 2025, the Company issued 1,500,000 shares of Series AA Convertible Non-Redeemable Preferred Stock pursuant to the Securities Purchase Agreement for gross proceeds of $3,000,000. During the three months ended March 31, 2026, the Company issued 1,500,000 shares of Series AAA Convertible Non-Redeemable Preferred Stock for gross proceeds of $2,999,990. During the period ended March 31, 2026, 410,000 shares of Series AA Convertible Non-Redeemable Preferred Stock were converted into 382,667 shares of Common Stock. During the period ended March 31, 2026, 1,122,609 shares of Series AAA Convertible Non-Redeemable Preferred Stock were converted into 18,776,817 shares of Common Stock. As of March 31, 2026 and December 31, 2025, 1,090,000 and 1,500,000 shares of Series AA Preferred Stock were issued and outstanding, respectively. As of March 31, 2026 and December 31, 2025, 377,391 and 0 shares of Series AAA Preferred Stock were issued and outstanding, respectively.

Common Stock Sold for Cash

On December 31, 2024, Ira and Claudia Goldfarb purchased 825 shares of common stock jointly, at a share price of $30.75 pursuant to a Stock Purchase Agreement.

On November 14, 2024 the Company filed a shelf registration to offer and sell from time to time in one or more offerings, up to $50.0 million in aggregate of common stock, preferred stock, debt securities, warrants, and units, including an at-the-market program for up to $20 million of our common stock. As of March 31, 2026, 888,591 shares of our common stock have been issued under the at-the-market program.

On May 2, 2024, the Company priced its registered underwritten public offering of 80,000 shares of the Company’s common stock, par value $0.001 at a price of $150.00 per share. In addition, the Company granted the underwriters a 30-day overallotment option to purchase up to 12,000 additional shares of common stock and issued to the underwriters warrants to purchase 8,000 shares of Common Stock. On May 9, 2024, the underwriters purchased all of the additional shares pursuant to the full exercise of their overallotment option. Including proceeds from the additional shares, the proceeds from the public offering were approximately $11,974,976 net of offering expenses and underwriting discounts and commissions.

On March 28, 2024, the Company raised $3,738,000 of capital from the sale of 34,373 newly issued shares of common stock at a share price of $108.75 in a private placement exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. A total of 10,580 of these shares, or proceeds of $1,150,500 were purchased by officers, directors, and related parties.

Common Stock Issued to Officers for Services

On June 5, 2025, the Board of Directors unanimously approved a revision to the annual compensation of Claudia Goldfarb, the Company’s Chief Executive Officer, and Ira Goldfarb, the Company’s Executive Chairman, whereby Ms. Goldfarb and Mr. Goldfarb would receive approximately 28% and 32%, respectively, of their annual cash salary in shares of the Company’s common stock under the Sow Good 2024 Stock Incentive Plan in lieu of cash payments. The number of shares issued in each case is calculated with a stock price equal to the most recent closing price of the Company’s common stock, on June 4, 2025. Ms. Goldfarb received 11,157 shares valued at $128,869. Mr. Goldfarb received 13,213 shares valued at $199,638.

On March 31, 2025, the Board of Directors unanimously approved a revision to the annual compensation of Claudia Goldfarb, the Company’s Chief Executive Officer, and Ira Goldfarb, the Company’s Executive Chairman, whereby Ms. Goldfarb and Mr. Goldfarb would receive approximately 28% and 32%, respectively, of their annual cash salary in shares of the Company’s common stock under the Sow Good 2024 Stock Incentive Plan in lieu of cash payments. The number of shares issued in each case is calculated with a stock price equal to the most recent closing price of the Company’s common stock, on March 31, 2025. Ms. Goldfarb received 10,561 shares valued at $160,000. Mr. Goldfarb received 13,213 shares valued at $200,000.

Common Stock Issued to Directors for Services

On March 30, 2026, 26,876 shares were issued to each of Edward Shensky, David Natan and Jeffery Rubin for quarterly director compensation with a fair value of $12,500.

On January 15, 2026, the Company issued 9,259 shares of common stock to each of Lyle Berman and Ira Goldfarb for annual Director services to be rendered. The aggregate fair value of the common stock was $100,000, based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance.

On August 1, 2025, the Company issued an aggregate 4,308 shares of common stock to Jeffery Rubin for annual Director services to be rendered. The aggregate fair value of the common stock was $57,471, based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance.

On February 6, 2025, the Company issued an aggregate 5,496 shares of common stock amongst its four non-employee Directors and two advisory Directors for annual services to be rendered. The aggregate fair value of the common stock was $230,000, based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance.

Sow Good Inc. Reverse Stock Split

On April 17, 2026, the board of directors of Sow Good Inc. determined to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-15 (the “Reverse Stock Split”) and approved an amendment to the Company’s Certificate of Incorporation to effect the Reverse Stock Split. The impact of the reverse split was retroactively applied to all periods presented in the financial statements unless stated otherwise.

Effective April 23, 2026, the Company amended its Certificate of Incorporation to implement the Reverse Stock Split. The Company’s common stock began trading on a split-adjusted basis when the market opened on April 24, 2026 (the “Effective Date”).

As a result of the Reverse Stock Split on the Effective Date, every 15 shares of common stock then issued and outstanding automatically were combined into one share of common stock, with no change in par value per share. No fractional shares were issued in connection with the Reverse Stock Split, and shareholders who otherwise would have been entitled to receive fractional shares received cash payments in lieu thereof.

The Reverse Stock Split reduced the number of shares of common stock outstanding from approximately 300.8 million shares to approximately 20.05 million shares. The Reverse Stock Split was implemented for the purpose of regaining compliance with Nasdaq’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).