Sow Good Inc. Files S-1 Registration

TL;DR

Sow Good Inc. (fka Black Ridge Oil & Gas) filed an S-1, looks like they're going public.

AI Summary

Sow Good Inc. filed an S-1 registration statement with the SEC on August 19, 2025. The company, formerly Black Ridge Oil & Gas, Inc., is incorporated in Delaware and headquartered in Irving, Texas. This filing indicates Sow Good Inc. is preparing to offer securities to the public.

Why It Matters

This S-1 filing signals Sow Good Inc.'s intention to go public or raise capital through the sale of securities, which could impact its future growth and market presence.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public or raising capital, which inherently carries significant market and execution risks.

Key Numbers

• 333-289718 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 27-2345075 — EIN (Employer Identification Number for Sow Good Inc.)

Key Players & Entities

• Sow Good Inc. (company) — Registrant
• Black Ridge Oil & Gas, Inc. (company) — Former company name
• Claudia Goldfarb (person) — Co-Founder and Chief Executive Officer
• August 19, 2025 (date) — Filing date
• Irving, TX (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — 6 shares of our common stock, par value $0.001 per share, or the common stock, and (ii
• $0.70 — stock on the Nasdaq Capital Market was $0.70 per share. We are a “smaller re
• $2,500,000, m — ) with an aggregate principal amount of $2,500,000, maturing August 23, 2025 at an int
• $2,563,890 — le Notes”) in an amount equal to $2,563,890, the aggregate principal amount of the
• $239,928 — the Company issued Convertible Notes of $239,928 at an interest rate of 6%, for the repa
• $2,803,818 — onvertible Notes”). The combined $2,803,818 of Convertible Notes have a maturity da
• $0.62 — ith such conversion prices ranging from $0.62 to $0.63, or 4,522,282 shares of common
• $0 — conversion prices ranging from $0.62 to $0.63, or 4,522,282 shares of common stock
• $250 — common stock held by non -affiliates is $250 million or more, as measured on
• $100 — r, or our annual revenues are less than $100 million during the most recently
• $700 — common stock held by non -affiliates is $700 million or more, as measured on
• $0.63 — conversion prices ranging from $0.62 to $0.63; •    &#x
• $9.80 — at a weighted average exercise price of $9.80 per share as of June   30, 2025;

Filing Documents

• ea0253782-01.htm (S-1) — 699KB
• ea025378201ex5-1_sow.htm (EX-5.1) — 15KB
• ea025378201ex23-1_sow.htm (EX-23.1) — 2KB
• ea025378201ex-fee_sow.htm (EX-FILING FEES) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• ex5-1_002.jpg (GRAPHIC) — 18KB
• tsowgood_logo.jpg (GRAPHIC) — 131KB
• 0001213900-25-078584.txt ( ) — 1060KB
• ea025378201ex-fee_sow_htm.xml (XML) — 4KB

Risk Factors

Risk Factors   4 Special Note Regarding Forward-Looking Statements   5

Use of Proceeds

Use of Proceeds   7 Dividend Policy   8 Principal Shareholders   9 Certain Relationships and Related Transactions   11

Description of Securities

Description of Securities   14 Selling Shareholders   17 Plan of Distribution   19 Legal Matters   21 Experts   21 Where You Can Find More Information   21 Incorporation Of Certain Information By Reference   22 i Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in, or incorporated by reference into, this prospectus, and any applicable prospectus supplement or free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the Selling Shareholders have authorized anyone to provide you with additional information or information that is different. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The information appearing in this prospectus is accurate only as of the date of this prospectus and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or of any sale of the common stock offered hereby. Our business, financial condition, results of operations and prospects may have changed since those dates. We obtained the industry, market and competitive position data in this prospectus and the documents incorporated by reference herein from our own internal estimates and research as well as from industry and general publications and research surveys and studies conducted by third parties. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described unde

RISK FACTORS

RISK FACTORS Investing in our common stock involves a high degree of risk and uncertainties. You should carefully consider the following risks described below, together with the information under the heading “Risk Factors” and elsewhere in our Annual Report on Form 10 -K for the year ended December 31, 2024, which was filed with the SEC on March 27, 2025, and our Quarterly Reports on Form 10 -Q for the quarterly periods ended March 31, 2025 and June 30, 2025, which were filed with the SEC on May 14, 2025 and August 14, 2025, respectively, each of which are incorporated herein by reference, as updated or superseded by the risks and uncertainties described under similar headings or elsewhere in the other documents that are filed or furnished after the date hereof and incorporated by reference into this prospectus, together with all of the other information contained or incorporated by reference in this prospectus, and any free writing prospectus that we have authorized for use in connection with this offering before you make a decision to invest in our common stock. The risks described in these documents are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially adversely affected. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also carefully read the section titled “Special Note Regarding Forward -Looking Statements.” Additional Risk Related to this Offering and Our Common Stock Sales

View Full Filing

View this S-1 filing on SEC EDGAR