Sow Good Inc 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-42037 SOW GOOD INC.(Exact Name of Registrant as Specified in its Charter) Delaware27-2345075( State or other jurisdiction of(I.R.S. Employer 1440 N Union Bower Rd, Irving, TX75061(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (214) 623-6055 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered The Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No The number of shares of registrant’s common stock outstanding as of May 20, 2026 was 20,120,117. Table of Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 20252Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31,2026 and 20253Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20254Notes to the Condensed Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 3.Quantitative and Qualitative Disclosures About Market Risk33Item 4.Controls and Procedures33 PART II.OTHER INFORMATION34 Item 1.Legal Proceedings34Item 1A.Risk Factors34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds35Item 3.Defaults Upon Senior Securities35Item 4.Mine Safety Disclosures35Item 5.Other Information35Item 6.Exhibits36Signatures37 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS We are including the following discussion to inform our existing and potential security holders generally of some of the risksand uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements thatapplicable federal securities law affords. From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existingand potential security holders about our company. All statements other than statements of historical facts included in this reportregarding our financial position, business strategy, plans and objectives of management for future operations and industry conditionsare forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrasessuch as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,”“may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items making assumptionsregarding actual or potential future sales, market size, collaborations, trends or operating results also constitute such forward-lookingstatements. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond ourcontrol) that could cause actual results to differ materially from those set forth in the forward-looking statements include thefollowing: ●our ability to maintain adequate liquidity to meet our financial obligations and operational needs;●our ability to meet the listing requirements of Nasdaq;●our ability to consummate the acqui