Sow Good Inc. Files S-1 for Potential Public Offering

TL;DR

<b>Sow Good Inc. has filed an S-1, signaling its intent to pursue a public offering.</b>

AI Summary

Sow Good Inc. (SOWG) filed a IPO Registration (S-1) with the SEC on February 13, 2024. Sow Good Inc. filed an S-1 registration statement on February 13, 2024. The company previously operated as Black Ridge Oil & Gas, Inc. and ante5, Inc. The filing indicates a fiscal year end of December 31. The business address is listed as 1440 N. Union Bower, Irving, TX 75061. The company is incorporated in Nevada.

Why It Matters

For investors and stakeholders tracking Sow Good Inc., this filing contains several important signals. This S-1 filing is a crucial step for Sow Good Inc. as it prepares to access public capital markets. The document provides potential investors with detailed information about the company's business, financials, and risks prior to an IPO.

Risk Assessment

Risk Level: medium — Sow Good Inc. shows moderate risk based on this filing. The company has a history of name changes and a lack of recent financial performance data in this filing suggests potential operational or financial uncertainties.

Analyst Insight

Investors should closely examine the risk factors and financial statements within the S-1 to assess the viability of Sow Good Inc.'s business model and future prospects.

Financial Highlights

revenue

2,692,757

total Assets

4,847,384

net Income

336,085

eps

0.001

Key Numbers

• 2024-02-13 — Filing Date (Date the S-1 registration statement was filed.)
• S-1 — Form Type (Type of registration statement filed.)
• 2012-04-03 — Name Change Date (Date Sow Good Inc. changed its name from Black Ridge Oil & Gas, Inc.)
• 272345075 — IRS Number (Internal Revenue Service number for Sow Good Inc.)

Key Players & Entities

• Sow Good Inc. (company) — Filer of the S-1 registration statement.
• Black Ridge Oil & Gas, Inc. (company) — Former name of Sow Good Inc.
• ante5, Inc. (company) — Former name of Sow Good Inc.
• 1440 N. Union Bower (location) — Business and mailing address of Sow Good Inc.
• Irving, TX (location) — City and State of Sow Good Inc.'s business address.
• NV (location) — State of incorporation for Sow Good Inc.

FAQ

Risk Factors

• Financial Performance [high — financial]: The filing does not provide sufficient recent financial data to assess the company's performance.
• History of Name Changes [medium — operational]: The company has undergone multiple name changes, indicating potential shifts in business strategy or identity.

Industry Context

The filing is for Sow Good Inc., a company operating within the food and kindred products sector, as indicated by its SIC code.

Regulatory Implications

The S-1 filing is a standard requirement under the Securities Act of 1933 for companies intending to offer securities to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and business operations.
2. Analyze the risk factors section for potential challenges Sow Good Inc. may face.
3. Monitor future filings for updates on the company's IPO status and progress.

Key Dates

• 2024-02-13: S-1 Filing — Indicates intent for public offering.
• 2012-04-03: Name Change — Changed from Black Ridge Oil & Gas, Inc.

Year-Over-Year Comparison

This is an initial S-1 filing, so no prior filing data is available for comparison.

Key Financial Figures

• $0.0001 — ng of shares of common stock, par value $0.0001 per share ("common stock") of Sow Good
• $ — e of common stock will be between $ and $, and the number of shares offered hereb
• $428.1 thousand — eadership, our revenues have grown from $428.1 thousand during the year ended December 31, 2022
• $6.5 million — nded December 31, 2022 to approximately $6.5 million for the nine-month period ended Septemb
• $5.0 million — September 30, 2023, with approximately $5.0 million of that being recorded in the three-mon
• $10 b — grew 13.8% in sales in 2022, exceeding $10 billion, and according to Grand View Rese
• $10.0 million — Sow Good spent over two years and over $10.0 million dollars to develop a state of the art m

Filing Documents

• sowg20240207_s1.htm (S-1) — 4052KB
• ex_624254.htm (EX-23.2) — 3KB
• ex_624338.htm (EX-FILING FEES) — 27KB
• mkcpas01.jpg (GRAPHIC) — 11KB
• sglogo01.jpg (GRAPHIC) — 10KB
• 0001437749-24-003936.txt (&nbsp;) — 17981KB
• sowg-20230930.xsd (EX-101.SCH) — 139KB
• sowg-20230930_cal.xml (EX-101.CAL) — 104KB
• sowg-20230930_def.xml (EX-101.DEF) — 1094KB
• sowg-20230930_lab.xml (EX-101.LAB) — 540KB
• sowg-20230930_pre.xml (EX-101.PRE) — 1154KB
• sowg20240207_s1_htm.xml (XML) — 2611KB

RISK FACTORS

RISK FACTORS 13 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 40

USE OF PROCEEDS

USE OF PROCEEDS 41 CAPITALIZATION 42 DIVIDEND POLICY 44 CORPORATE CONVERSION 45

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48

BUSINESS

BUSINESS 67 MANAGEMENT 79

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 83 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 91 PRINCIPAL STOCKHOLDERS 94

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 96 SHARES ELIGIBLE FOR FUTURE SALE 99 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK 101

UNDERWRITING

UNDERWRITING 104 LEGAL MATTERS 110 EXPERTS 110 WHERE YOU CAN FIND MORE INFORMATION 110 Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or any sale of shares of common stock. Our business, financial condition, results of operations and prospectus may have changed since that date. For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. See " Underwriting ." ii Table of Contents EXPLANATORY NOTE Sow Good Inc., the registrant whose name appears on the cover of this registration statement, is a Nevada corporation. Prior to the effectiveness of this registration statement, Sow Good Inc. will convert into a Delaware corporation pursuant to a statutory conversion as described in the section captioned "

View Full Filing

View this S-1 filing on SEC EDGAR