SOWG · Sow Good Inc.

Sow Good Inc. completed a $3 million private placement of 1,500,000 shares of Series AAA Convertible Redeemable Preferred Stock on March 31, 2026, under a Securities Purchase Agreement originally with David Lazar, who assigned rights to PanamaCo and other investors. The preferred stock ranks senior to common stock in liquidation, with a $2.00 stated value, convertible into 250 common shares per preferred share at a $0.008 conversion price (subject to stockholder approval of authorized share increase and Nasdaq rules), and redeemable by the company at $200 per share. Conversion is limited to avoid exceeding 4.99% beneficial ownership. Holders receive participating dividends on an as-converted basis and have protective voting rights on adverse changes to their terms. Proceeds support general corporate purposes and working capital. Concurrently, major leadership changes occurred: CEO David Lazar resigned effective March 31 but stays on the Board (no longer chairman), CFO Donna Guy resigned (no disagreements), and internal Chief Commercial Officer Yisroel Goldberg was appointed CEO and CFO. The board saw a full refresh with five directors resigning effective closing, replaced by Goldberg and three new independent directors—Binyomin Posen (Audit Chair), Joseph Labkowski (Nominating Chair), and Jack Wortzman (Compensation Chair)—bringing real estate, capital markets, non-profit, and engineering expertise. No family ties or related-party transactions disclosed. These shifts signal a strategic pivot tied to the financing, potentially enhancing operational and financial oversight amid liquidity needs.