Sow Good Inc

Item 1A. Risk Factors.

There is substantial doubt about our ability to continue as a going concern.

Our financial statements as of March 31June 30, 2026 have been prepared under the assumption that we will continue as a going concern for the next twelve months. As of March 31June 30, 2026, we had cash and cash equivalents of $2.3 million8 thousand and an accumulated deficit of $105.54.4 million. We do not believe that our cash and cash equivalents are sufficient to fund operations and capital expenditures to reach larger scale revenue generation from our product offerings. As a result of our financial condition and other factors described herein, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will depend on our ability to obtain additional funding, as to which no assurances can be given. We continue to analyze various alternatives, including potentially obtaining debt or equity financings or other arrangements. Our future success depends on our ability to raise capital. We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us, and, to the extent it is obtained, it would likely have rights, preferences, and privileges senior to those of holders of our common stock and would further dilute our current stockholders. Our ability to raise capital is also constrained by the price of and demand for our common stock. The inclusion of disclosures expressing substantial doubt about our ability to continue as a going concern could also materially adversely affect our stock price and our ability to raise new capital. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current development programs, cut operating costs, forgo future development and other opportunities, or even terminate our operations in which case our investors could lose some or all of their investment.

We have recently undergone a significant transition in our executive leadership and Board of Directors, which may adversely affect our business and operations.

On March 31, 2026, David Lazar resigned as our Chief Executive Officer and Donna Guy informed our Board that she would be resigning as our Chief Financial Officer. Upon these resignations, our Board appointed Yisroel Goldberg as our Chief Executive Officer and Chief Financial Officer.

On the same date, our Board accepted the resignations of Claudia Goldfarb, Ira Goldfarb, Edward Shensky, Lyle Berman and Jeff Rubin from our Board. The Board elected Yisroel Goldberg, Binyomin Posen, Joseph Labkowski and Jack Wortzman to serve on the Board effective upon those resignations.

This simultaneous transition of our executive officers and Board of Directors represents a significant change that may adversely affect our company as a result of concentration of executive authority in a single individual, impairment of our ability to maintain effective disclosure controls and procedures, failure to execute our business strategy and ability to retain institutional knowledge critical to our operations. There can be no assurance that our new management team and Board will successfully manage these responsibilities, and any failure to do so could have a material adverse effect on our business, financial condition, results of operations and the market price of our common stock.

We are conducting this at-the-market offering shortly following this management and board transition. Purchasers of our common stock in this offering will be relying on the judgment and leadership of an executive team and Board that have limited experience in their current roles with our company and limited familiarity with our business and industry.

There can be no assurance that our new management team and Board of Directors will be able to successfully manage our operations, maintain effective internal controls and disclosure procedures, and oversee our business strategy. Any failure to do so could have a material adverse effect on our business, financial condition, results of operations and the market price of our common stock.

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.

Our common stock is currently listed for trading on Nasdaq. We must satisfy Nasdaqs continued listing requirements. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.

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We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our common shares on Nasdaq. For example, on May 14, 2025, we received a letter from the Staff indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to the Minimum Bid Price Rule. The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until November 10, 2025, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On November 11, 2025, Nasdaq subsequently issued a letter providing us with an additional 180 day compliance period, or until May 11, 2026 to regain compliance.

In order to regain compliance with the Minimum Bid Price Rule, our common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Minimum Bid Price Compliance Period (which we believe we cured on May 7, 2026). However, if it appears to Nasdaq that we will be unable to cure the deficiency, Nasdaq will provide notice that our common stock will be subject to delisting.

There can be no assurance that the Nasdaq staff would grant our request for continued listing subsequent tis no any delisting notification. In the event of such a notification, we may appeal the Staffs determination to delist its securities.

Further, on April 7, 2026, we received written notice from the Listing Qualifications Department of Nasdaq stating that, based upon the stockholders equity reported in our Form 10-K for the period ended December 31, 2025, ssurance that we were no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a company to maill maintain a minimum of $2,500,000 in stockholders equity. In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until May 22, 2026, to submit a plan to regain compliance. If the Companys plan is accepted, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice, or until October 4, 2026, to evidence compliance. If the Companys plan to regain compliance compliance with the minimum stockholders equity standard is not accepted or if it is accepted but the Company does not regain compliance by the end of the extension granted by Nasdaq, or if the Company fails to satisfy another Nasdaq reqlisting requirement for continued listing, Nasdaq staff could provide notice that the Companys common shares will become subject to delisting. In such event, Nasdaq rules permit the Company to request a hearing to appeal to a Nasdaq hearings panel, which would stay any further delisting actions through the hearings process. Accordingly, there can be no guarantee that the Company will be able to maintain its Nasdaq listing.

There is no assurance that we will regain compliance with, or maintain compliance with the minimum listing requirements with all applicas with all applicable requirements for continued listing on Nasdaq. If our common stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our common stock would be subject to SEC rules as a penny stock, which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our common stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to attract and retain qualified employees and to raise capital.

These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in Item 1A of our Annual Report on Form 10-K. There have been no other material changes from the risk factors previously disclosed in the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2025.