Sow Good Inc美股招股说明书(2026-04-13版)

Up to $100,000,000Common Stock We entered into a sales agreement dated April13, 2026 (the “Sales Agreement”) with Craft Capital Management LLC (the “SalesAgent”), relating to the issuance and sale of shares of our common stock, $0.001 par value per share, offered by this prospectussupplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement,we may offer and sell shares of our common stock having an aggregate offering price of up to $100,000,000 from time to time throughor to the Sales Agent, acting as our sales agent. Our common stock, par value $0.001 per share (“common stock”), is listed on The Nasdaq Capital Market under the symbol“SOWG.” On April9, 2026, we had 300,801,347 shares outstanding (of which 215,240,728 were held by non-affiliates) and the lastreported sale price of our common stock on The Nasdaq Capital Market was $0.38 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by anymethod permitted that is deemed to be an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of shares ofcommon stock but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and salespractices, on mutually agreed terms between the Sales Agent and us. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. The compensation to the Sales Agent for sales of common stock sold pursuant to the Sales Agreement will be an amount equal toup to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of thecommon stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed in the SalesAgreement to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities underthe Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning onpage S-12 regarding the compensation to be paid to the Sales Agent. We are a “smaller reporting company” as defined under U.S. federal securities laws and, as such, have elected to comply withreduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-4 of this prospectussupplement, page 7 of the accompanying prospectus and the documents incorporated by reference herein and therein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Craft Capital Management LLC The date of this prospectus supplement is April13, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7USE OF PROCEEDSS-9DILUTIONS-10PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-13WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-13INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-14 Prospectus ABOUT THIS PROSPECTUS1NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE4THE COMPANY6RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES17DESCRIPTION OF WARRANTS25DESCRIPTION OF UNITS26GLOBAL SECURITIES27PLAN OF DISTRIBUTION31SELLING STOCKHOLDERS35LEGAL MATTERS37EXPERTS37 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on Form S-3 that we have filed with the Securities and ExchangeCommission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may from time to time sell anycombination of the securities described in our base prospectus included in the shelf registration statement in one or more offerings.Under this prospectus supplement, we may from time to time sell shares of our common stock having an aggregate offering price of upto $100,000,000, at prices and on terms to be determined by market conditions at the time of the offering. This prospectus supplement describes the specific terms of the common stock we are offering and also adds to and updatesinformation contained in the documents incorporated by reference into this prospectus supplement.To the extent there is a conflictbetween the information contained in this prospectus supplement and the information contained in the base pr