エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2025
SOW GOOD INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-42037 |
|
27-2345075 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
1440 N Union Bower Rd
Irving, TX 75061
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (214) 623-6055
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock |
SOWG |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 21, 2025, Sow Good Inc. (the “Company”) issued a press release announcing financial results for the three-months and full year ended December 31, 2024. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
The press release issued March 21, 2025 is furnished herewith as Exhibit 99.1. The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
SOW GOOD INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Claudia Goldfarb |
|
|
Claudia Goldfarb |
|
|
Chief Executive Officer |
|
|
|
Date: March 25, 2025 |
|
|
Exhibit 99.1
Sow Good Reports Fourth Quarter 2024 Results
IRVING, TEXAS, March 21, 2025 – Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or “the Company”), a trailblazer in the freeze-dried dried candy and treat industry, is reporting financial and operating results for fourth quarter and the full year ended December 31, 2024.
"2024 was a pivotal year for Sow Good," said CEO Claudia Goldfarb. "Building an entirely new category from the ground up presents its fair share of challenges, and as with many entrepreneurial, innovation-driven companies, we faced the inevitable growing pains of introducing a truly unique offering to the market.
"Among the most pressing challenges we encountered were product integrity issues, particularly around melting, and intensifying competitive pressures. We’ve responded to the first by enhancing our packaging to improve product resilience, and by implementing temperature-controlled shipping where needed to ensure quality. As competition grew, particularly with major global candy companies entering the freeze-dried candy space, we adapted by expanding our retail footprint, opening new doors, and reinforcing our presence in key markets. At the same time, we remain focused on innovation, continuously evolving our product portfolio to keep it fresh, exciting, and aligned with consumer demand.
"At our core, Sow Good is a company of innovators and food production experts, and we are leveraging that expertise to diversify into adjacent categories with strong growth potential such as jerky and yogurt melts, which are set to launch in the second half of this year. As we begin to see sales recover, our strategic priorities are clear: drive candy distribution, optimize manufacturing efficiency, reduce costs, and launch new product lines that resonate with consumers. These efforts are integral to our long-term strategy, and we are confident that they will position us to drive sustainable growth and deliver long-term value to our shareholders."
Fourth Quarter 2024 Highlights vs. Same Year-Ago Quarter
|
• |
Revenue in the fourth quarter of 2024 was $1.4 million compared to $9.5 million for the same period in 2023. The decrease was largely due to increased competitive pressure and the spillover effect from product shipment pauses in the third quarter of 2024 due to quality concerns amid extreme summer heat, as well as increased promotional activity and customer allowances. |
|
• |
Gross profit for the fourth quarter of 2024 was a loss of ($1.2) million compared to gross profit of $3.4 million in the previous year’s quarter. Gross margin was (88)% in the fourth quarter of 2024 compared to 36% in the prior year period. The decline was primarily due to an approximate $1.7 million inventory reserve expense taken during the quarter as well as higher costs related to the company’s new facility and the impact of lower sales. Excluding this reserve, gross profit was $0.4 million representing a gross margin of roughly 31.8%. |
|
• |
Operating expenses in the fourth quarter of 2024 were $2.9 million compared to $1.6 million for the same period in 2023. The increase was primarily due to an increase in share compensation expense related to the amortization of performance options granted in December 2023, and other operating expense increase related to the Company's rapid growth. |
|
• |
GAAP net loss for the quarter of 2024 was $4.2 million, or $(0.40) per diluted share, compared to net income of $1.3 million, or $0.26 per diluted share, for the same period in 2023. The decline reflects the lower level of gross profit and higher operating expenses in the fourth quarter of 2024. |
Exhibit 99.1
|
• |
Adjusted EBITDA (a non-GAAP financial measure defined and reconciled herein) for the fourth quarter was $(2.8) million compared to income of $2.3 million for the same period in 2023. For a reconciliation of Adjusted EBITDA to the nearest comparable GAAP metric, net income, please see the tables below. |
Year to Date 2024 Highlights
|
• |
Revenue for the twelve months ended December 31, 2024, increased significantly to $32.0 million compared to $16.1 million in 2023. The increase primarily reflects the Company’s transition to selling freeze dried candy in the first quarter of 2023, the growing market for freeze dried candy and its expanded production capacity after adding three new freeze driers in 2024 and addition of new retail customers. |
|
• |
Gross profit for the year ended December 31, 2024, increased significantly to $13.0 million compared to $3.3 million in 2023. Gross margin was 41% compared to 20% in 2023. The increase was primarily due to the strong revenue growth. |
• |
Operating expenses for the year ended December 31, 2024, were $14.5 million compared to $4.5 million in 2023. The increase was primarily due to the strong revenue growth.
|
• |
Net loss for the year ended December 31, 2024, was $3.7 million, or $(0.40) per diluted share, compared to a net loss of $3.1 million, or $(0.59) per diluted share, in 2023. |
• |
Adjusted EBITDA (a non-GAAP financial measure defined and reconciled herein) for the year ended December 31, 2024 was $4.1 million compared to $0.1 million in 2023. |
• |
Cash and cash equivalents were $3.7 million at December 31, 2024, compared to $2.4 million at December 31, 2023. |
Conference Call
Sow Good will conduct a conference call today at 12:00 P.M. Eastern time to discuss its results for the fourth quarter ended December 31, 2024.
Date: Friday, March 21, 2025
Time: 12:00 p.m. Eastern time
Registration Link: https://register-conf.media-server.com/register/BI548a3ea1d1af4e189ff37d9b1afbb000
To access the call by phone, please register via the registration link above and you will be provided with dial-in instructions and details. If you have any difficulty connecting with the conference call, please contact Gateway Group at 1-949-574-3860.
The conference call will be broadcast live and available for replay here and on the Company’s website at www.sowginc.com.
About Sow Good Inc.
Sow Good Inc. is a trailblazing U.S.-based freeze dried candy and snack manufacturer dedicated to providing consumers with innovative and explosively flavorful freeze dried treats. Sow Good has harnessed the power of our proprietary freeze-drying technology and product-specialized manufacturing facility to transform traditional candy into a novel and exciting everyday confectionaries subcategory that we call freeze dried candy.
Exhibit 99.1
Sow Good is dedicated to building a company that creates good experiences for our customers and growth for our investors and employees through our core pillars: (i) innovation; (ii) scalability; (iii) manufacturing excellence; (iv) meaningful employment opportunities; and (v) food quality standards.
Non-GAAP Financial Measures
This press release contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with GAAP. Specifically, we make use of the non-GAAP financial measure “Adjusted EBITDA.” Adjusted EBITDA has been presented in this prospectus as a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. Adjusted EBITDA is a supplemental measure of our performance that is not required by or presented in accordance with GAAP. We define Adjusted EBITDA as net loss before depreciation, interest expense, net and income tax benefit, adjusted to eliminate non-cash intangible asset impairment, goodwill impairment, inventory write-down and stock-based compensation. The most directly comparable GAAP measure is net loss. Adjusted EBITDA is not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. The presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Because not all companies use identical calculations, the presentations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.
We present this non-GAAP measure because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA is useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide.
There are a number of limitations related to the use of Adjusted EBITDA rather than net loss, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Some of these limitations are:
|
● |
Adjusted EBITDA excludes stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business; |
|
● |
Adjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; |
|
● |
Adjusted EBITDA does not reflect the cash requirements necessary to service interest on our debt which affects the cash available to us; |
|
● |
Adjusted EBITDA does not reflect the monies earned from our investments since it does not reflect our core operations; |
Exhibit 99.1
|
● |
Adjusted EBITDA does not reflect change in fair value of financial instruments since it does not reflect our core operations and is a non-cash expense; |
|
● |
Adjusted EBITDA does not reflect income tax expense that affects cash available to us; and |
|
● |
the expenses and other items that we exclude in our calculations of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. |
In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
Forward-Looking Statements
This press release contains forward-looking statements. Statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the offering, expected growth, and future capital expenditures, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such 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. Forward-looking statements contained in this press release include, but are not limited to statements about: (a) our ability to compete successfully in the highly competitive industry in which we operate; (b) our ability to maintain and enhance our brand; (c) our ability to successfully implement our growth strategies related to launching new products; (d) the effectiveness and efficiency of our marketing programs; (e) our ability to manage current operations and to manage future growth effectively; (f) our future operating performance; (g) our ability to attract new customers or retain existing customers; (h) our ability to protect and maintain our intellectual property; (i) the government regulations to which we are subject; (j) our ability to maintain adequate liquidity to meet our financial obligations; (k) failure to obtain sufficient sales and distributions for our freeze dried product offerings; (l) the potential for supply chain disruption and delay; (m) the potential for transportation, labor, and raw material cost increases; and (n) such other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission, including the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024. All information provided in this release is as of the date hereof and we undertakes no duty to update this information except as required by law.
Sow Good Investor Inquiries:
Cody Slach
Gateway Group, Inc.
1-949-574-3860
SOWG@gateway-grp.com
Sow Good Media Inquiries:
Sow Good, Inc.
1-214-623-6055
pr@sowginc.com
Exhibit 99.1
Exhibit 99.1
SOW GOOD INC.
BALANCE SHEETS
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2024 |
|
|
2023 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
3,723,440 |
|
|
$ |
2,410,037 |
|
Accounts receivable, net |
|
|
460,147 |
|
|
|
2,578,259 |
|
Inventory, net |
|
|
20,313,315 |
|
|
|
4,123,246 |
|
Prepaid inventory |
|
|
55,796 |
|
|
|
563,131 |
|
Prepaid expenses |
|
|
523,442 |
|
|
|
703,966 |
|
Total current assets |
|
|
25,076,140 |
|
|
|
10,378,639 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
11,802,420 |
|
|
|
6,701,483 |
|
|
|
|
|
|
|
|
||
Security deposit |
|
|
1,357,956 |
|
|
|
346,616 |
|
Right-of-use asset |
|
|
16,459,215 |
|
|
|
4,061,820 |
|
Total assets |
|
$ |
54,695,731 |
|
|
$ |
21,488,558 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
1,368,006 |
|
|
$ |
853,535 |
|
Accrued interest |
|
|
- |
|
|
|
860,693 |
|
Accrued expenses |
|
|
976,153 |
|
|
|
648,947 |
|
Current portion of operating lease liabilities |
|
|
2,599,102 |
|
|
|
550,941 |
|
Current maturities of notes payable, related parties, net of $304,500 and $431,854 of debt discounts at December 31, 2024 and 2023, respectively |
|
|
2,195,500 |
|
|
|
2,543,146 |
|
Current maturities of notes payable, net of $13,470 and $86,062 of debt discounts as of December 31, 2024 and 2023, respectively |
|
|
225,780 |
|
|
|
313,938 |
|
Total current liabilities |
|
|
7,364,541 |
|
|
|
5,771,200 |
|
|
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
15,193,129 |
|
|
|
3,671,729 |
|
Notes payable, related parties, net of $0 and $1,448,858 of debt discounts as of December 31, 2024 and 2023, respectively |
|
|
- |
|
|
|
4,171,142 |
|
Notes payable, net of $0 and $135,962 of debt discounts as of December 31, 2024 and 2023, respectively |
|
|
150,000 |
|
|
|
594,038 |
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
22,707,670 |
|
|
|
14,208,109 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Stockholders' equity: |
|
|
|
|
|
|
||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding |
|
|
- |
|
|
- |
|
|
Common stock, $0.001 par value, 500,000,000 shares authorized, 11,300,624 and 6,029,371 shares issued and outstanding as of December 31, 2024 and 2023 |
|
|
11,300 |
|
|
|
6,029 |
|
Additional paid-in capital |
|
|
94,418,972 |
|
|
|
66,014,415 |
|
Accumulated deficit |
|
|
(62,442,211 |
) |
|
|
(58,739,995 |
) |
Total stockholders' equity |
|
|
31,988,061 |
|
|
|
7,280,449 |
|
|
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
54,695,731 |
|
|
$ |
21,488,558 |
|
Exhibit 99.1
SOW GOOD INC.
STATEMENTS OF OPERATIONS
|
|
For the Three Months Ended |
|
|
For the Year Ended |
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues |
|
$ |
1,383,985 |
|
|
$ |
9,522,445 |
|
|
$ |
31,992,511 |
|
|
$ |
16,070,924 |
|
Cost of goods sold |
|
|
2,601,529 |
|
|
|
6,116,530 |
|
|
|
19,017,498 |
|
|
|
12,795,754 |
|
Gross profit |
|
|
(1,217,544 |
) |
|
|
3,405,915 |
|
|
|
12,975,013 |
|
|
|
3,275,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and benefits |
|
|
1,374,959 |
|
|
|
863,943 |
|
|
|
7,824,030 |
|
|
|
2,314,047 |
|
Professional services |
|
|
305,927 |
|
|
|
283,767 |
|
|
|
1,589,287 |
|
|
|
688,023 |
|
Other general and administrative expenses |
|
|
1,206,990 |
|
|
|
430,509 |
|
|
|
5,086,342 |
|
|
|
1,389,726 |
|
Total general and administrative expenses |
|
|
2,887,876 |
|
|
|
1,578,219 |
|
|
|
14,499,659 |
|
|
|
4,391,796 |
|
Depreciation and amortization |
|
|
8,584 |
|
|
|
9,420 |
|
|
|
31,644 |
|
|
|
104,058 |
|
Total operating expenses |
|
|
2,896,460 |
|
|
|
1,587,639 |
|
|
|
14,531,303 |
|
|
|
4,495,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net operating loss |
|
|
(4,114,004 |
) |
|
|
1,818,276 |
|
|
|
(1,556,290 |
) |
|
|
(1,220,684 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
95,156 |
|
|
|
- |
|
|
|
138,795 |
|
|
|
- |
|
Interest expense |
|
|
(221,212 |
) |
|
|
(490,260 |
) |
|
|
(1,464,640 |
) |
|
|
(1,839,749 |
) |
Loss on early extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
(696,502 |
) |
|
|
- |
|
Total other expense |
|
|
(126,056 |
) |
|
|
(490,260 |
) |
|
|
(2,022,347 |
) |
|
|
(1,839,749 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income tax |
|
|
(4,240,060 |
) |
|
|
1,328,016 |
|
|
|
(3,578,637 |
) |
|
|
(3,060,433 |
) |
Provision for income tax |
|
|
72,024 |
|
|
|
- |
|
|
|
(123,579 |
) |
|
|
- |
|
Net loss |
|
$ |
(4,168,036 |
) |
|
$ |
1,328,016 |
|
|
$ |
(3,702,216 |
) |
|
$ |
(3,060,433 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding - basic and diluted |
|
|
10,373,729 |
|
|
|
5,123,735 |
|
|
|
9,238,233 |
|
|
|
5,168,339 |
|
Net loss per common share - basic and diluted |
|
$ |
(0.40 |
) |
|
$ |
0.26 |
|
|
$ |
(0.40 |
) |
|
$ |
(0.59 |
) |
Exhibit 99.1
SOW GOOD INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
|
For the Three Months Ended December 31, 2024 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|||||
Balance, September 30, 2024 |
|
|
10,245,388 |
|
|
$ |
10,245 |
|
|
$ |
91,086,537 |
|
|
|
(58,274,175 |
) |
|
$ |
32,822,607 |
|
Common stock issued in public offering, net of offering costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock issued in at-the-market offering, net of offering costs |
|
|
1,042,862 |
|
|
|
1,043 |
|
|
|
2,190,171 |
|
|
|
- |
|
|
|
2,191,214 |
|
Common stock issued in private placement offering |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock issued to pursuant to stock purchase agreement |
|
|
12,374 |
|
|
|
12 |
|
|
|
25,354 |
|
|
|
- |
|
|
|
25,366 |
|
Common stock issued to directors for services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Proceeds from exercise of stock options and warrants |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock options granted to directors and advisors for services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock options granted to officers and employees for services |
|
- |
|
|
|
- |
|
|
|
1,116,910 |
|
|
|
- |
|
|
|
1,116,910 |
|
|
Common stock warrants granted to underwriters pursuant to equity issuance |
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss for the three months ended December 31, 2024 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4,168,036 |
) |
|
|
(4,168,036 |
) |
Balance, December 31, 2024 |
|
|
11,300,624 |
|
|
$ |
11,300 |
|
|
$ |
94,418,972 |
|
|
|
(62,442,211 |
) |
|
$ |
31,988,061 |
|
|
|
For the Three Months Ended December 31, 2023 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|||||
Balance, September 30, 2023 |
|
|
4,868,083 |
|
|
$ |
4,868 |
|
|
$ |
59,117,367 |
|
|
$ |
(60,068,009 |
) |
|
$ |
(945,774 |
) |
Common stock issued in private placement offering |
|
|
1,161,288 |
|
|
|
1,161 |
|
|
|
6,444,687 |
|
|
– |
|
|
|
6,445,848 |
|
|
Common stock issued to directors for services |
|
– |
|
|
– |
|
|
|
125,209 |
|
|
– |
|
|
|
125,209 |
|
|||
Common stock options granted to directors and advisors for services |
|
– |
|
|
– |
|
|
|
29,296 |
|
|
– |
|
|
|
29,296 |
|
|||
Common stock options granted to officers and employees for services |
|
– |
|
|
– |
|
|
|
297,856 |
|
|
– |
|
|
|
297,856 |
|
|||
Common stock warrants granted to related party note holders pursuant to debt financing |
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|||||
Common stock warrants granted to note holders pursuant to debt financing |
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|
– |
|
|||||
Net income for the three months ended December 31, 2023 |
|
– |
|
|
– |
|
|
– |
|
|
|
1,328,014 |
|
|
|
1,328,014 |
|
|||
Balance, December 31, 2023 |
|
|
6,029,371 |
|
|
$ |
6,029 |
|
|
$ |
66,014,415 |
|
|
$ |
(58,739,995 |
) |
|
$ |
7,280,449 |
|
|
|
For the Twelve Months Ended December 31, 2024 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|||||
Balance, December 31, 2023 |
|
|
6,029,371 |
|
|
$ |
6,029 |
|
|
$ |
66,014,415 |
|
|
$ |
(58,739,995 |
) |
|
$ |
7,280,449 |
|
Common stock issued in public offering, net of offering costs |
|
|
1,380,000 |
|
|
|
1,380 |
|
|
|
11,973,596 |
|
|
|
- |
|
|
|
11,974,976 |
|
Common stock issued in at-the-market offering, net of offering costs |
|
|
1,042,862 |
|
|
|
1,043 |
|
|
|
2,190,170 |
|
|
|
- |
|
|
|
2,191,213 |
|
Common stock issued in private placement offering |
|
|
515,597 |
|
|
|
516 |
|
|
|
3,737,484 |
|
|
|
- |
|
|
|
3,738,000 |
|
Common stock issued to pursuant to stock purchase agreement |
|
|
12,374 |
|
|
|
12 |
|
|
|
25,354 |
|
|
|
- |
|
|
|
25,366 |
|
Common stock issued to directors for services |
|
|
31,211 |
|
|
|
32 |
|
|
|
295,616 |
|
|
|
- |
|
|
|
295,648 |
|
Proceeds from exercise of stock options and warrants |
|
|
2,289,209 |
|
|
|
2,288 |
|
|
|
5,670,680 |
|
|
|
- |
|
|
|
5,672,968 |
|
Common stock options granted to directors and advisors for services |
|
|
- |
|
|
|
- |
|
|
|
86,892 |
|
|
|
- |
|
|
|
86,892 |
|
Common stock options granted to officers and employees for services |
|
|
- |
|
|
|
- |
|
|
|
4,424,765 |
|
|
|
- |
|
|
|
4,424,765 |
|
Net loss for the twelve months ended December 31, 2024 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,702,216 |
) |
|
|
(3,702,216 |
) |
Balance, December 31, 2024 |
|
|
11,300,624 |
|
|
$ |
11,300 |
|
|
$ |
94,418,972 |
|
|
$ |
(62,442,211 |
) |
|
$ |
31,988,061 |
|
|
|
For the Twelve Months Ended December 31, 2023 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total |
|
|||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders' |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|||||
Balance, December 31, 2022 |
|
|
4,847,384 |
|
|
$ |
4,847 |
|
|
$ |
58,485,602 |
|
|
$ |
(55,679,562 |
) |
|
$ |
2,810,887 |
|
Common stock issued in private placement offering |
|
|
1,161,288 |
|
|
|
1,161 |
|
|
|
6,444,687 |
|
|
|
- |
|
|
|
6,445,848 |
|
Common stock issued to directors for services |
|
|
20,699 |
|
|
|
21 |
|
|
|
125,209 |
|
|
|
- |
|
|
|
125,230 |
|
Common stock warrants granted to related party note holders pursuant to debt financing |
|
|
- |
|
|
|
- |
|
|
|
197,198 |
|
|
|
- |
|
|
|
197,198 |
|
Common stock warrants granted to note holders pursuant to debt financing |
|
|
- |
|
|
|
- |
|
|
|
50,682 |
|
|
|
- |
|
|
|
50,682 |
|
Common stock options granted to directors and advisors for services |
|
|
- |
|
|
|
- |
|
|
|
111,151 |
|
|
|
- |
|
|
|
111,151 |
|
Common stock options granted to officers and employees for services |
|
|
- |
|
|
|
- |
|
|
|
599,886 |
|
|
|
- |
|
|
|
599,886 |
|
Net loss for the twelve months ended December 31, 2023 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,060,433 |
) |
|
|
(3,060,433 |
) |
Balance, December 31, 2023 |
|
|
6,029,371 |
|
|
$ |
6,029 |
|
|
$ |
66,014,415 |
|
|
$ |
(58,739,995 |
) |
|
$ |
7,280,449 |
|
Exhibit 99.1
SOW GOOD INC.
CONDENSED STATEMENTS OF CASH FLOWS
|
|
For the Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net loss |
|
$ |
(3,702,216 |
) |
|
$ |
(3,060,433 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Bad debts expense |
|
|
187,363 |
|
|
|
- |
|
Depreciation and amortization |
|
|
826,939 |
|
|
|
459,345 |
|
Non-cash amortization of right-of-use asset and liability |
|
|
1,172,166 |
|
|
|
68,477 |
|
Inventory valuation and obsolescence adjustments |
|
|
1,657,264 |
|
|
|
1,398,888 |
|
Common stock issued to directors for services |
|
|
295,648 |
|
|
|
125,230 |
|
Amortization of stock options |
|
|
4,511,657 |
|
|
|
711,037 |
|
Amortization of stock warrants issued as a debt discount |
|
|
1,088,264 |
|
|
|
1,173,986 |
|
Loss on early extinguishment of debt |
|
|
696,502 |
|
|
|
- |
|
Decrease (increase) in current assets: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
1,930,749 |
|
|
|
(2,387,237 |
) |
Prepaid expenses |
|
|
180,524 |
|
|
|
(425,472 |
) |
Inventory |
|
|
(17,339,998 |
) |
|
|
(4,112,386 |
) |
Security deposits |
|
|
(1,011,340 |
) |
|
|
(322,616 |
) |
Increase (decrease) in current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
|
514,471 |
|
|
|
400,929 |
|
Accrued interest |
|
|
(761,943 |
) |
|
|
634,118 |
|
Accrued expenses |
|
|
327,205 |
|
|
|
490,494 |
|
Net cash used in operating activities |
|
|
(9,426,745 |
) |
|
|
(4,845,640 |
) |
|
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
(3,269,332 |
) |
|
|
(2,266,635 |
) |
Cash paid for construction in progress |
|
|
(2,658,544 |
) |
|
|
- |
|
Net cash used in investing activities |
|
|
(5,927,876 |
) |
|
|
(2,266,635 |
) |
|
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Proceeds from common stock offerings, net of offering costs of $1,110,013 |
|
|
17,929,554 |
|
|
|
6,445,848 |
|
Proceeds from the exercise of warrants and options |
|
|
373,857 |
|
|
|
- |
|
Proceeds received from notes payable, related parties |
|
|
- |
|
|
|
2,400,000 |
|
Proceeds received from notes payable |
|
|
- |
|
|
|
400,000 |
|
Repayments of borrowings |
|
|
(1,635,387 |
) |
|
|
- |
|
Net cash provided by financing activities |
|
|
16,668,024 |
|
|
|
9,245,848 |
|
|
|
|
|
|
|
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
1,313,403 |
|
|
|
2,133,573 |
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
|
2,410,037 |
|
|
|
276,464 |
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
3,723,440 |
|
|
$ |
2,410,037 |
|
|
|
|
|
|
|
|
||
SUPPLEMENTAL INFORMATION: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
667,293 |
|
|
$ |
30,017 |
|
Interest received |
|
$ |
43,639 |
|
|
|
- |
|
Income taxes paid |
|
$ |
130,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
||
NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Non-cash exercise of warrants |
|
$ |
5,299,113 |
|
|
|
- |
|
Repayment of interest |
|
$ |
98,750 |
|
|
|
- |
|
Repayments of borrowings |
|
$ |
(5,200,363 |
) |
|
|
- |
|
Reclassification of construction in progress to property and equipment |
|
$ |
3,269,332 |
|
|
$ |
965,208 |
|
Value of debt discounts attributable to warrants |
|
$ |
- |
|
|
$ |
247,880 |
|
Exhibit 99.1
SOW GOOD INC.
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
(4,168,036 |
) |
|
$ |
1,328,016 |
|
|
$ |
(3,702,216 |
) |
|
$ |
(3,060,433 |
) |
Depreciation and amortization |
|
|
243,992 |
|
|
|
153,253 |
|
|
|
826,939 |
|
|
|
459,345 |
|
Interest expense, net |
|
|
126,056 |
|
|
|
490,260 |
|
|
|
1,325,845 |
|
|
|
1,839,749 |
|
Provision for income tax |
|
|
(72,024 |
) |
|
|
- |
|
|
|
123,579 |
|
|
|
- |
|
EBITDA |
|
|
(3,870,012 |
) |
|
|
1,971,529 |
|
|
|
(1,425,853 |
) |
|
|
(761,339 |
) |
Share-based payments |
|
|
1,116,910 |
|
|
|
311,601 |
|
|
|
4,807,305 |
|
|
|
836,267 |
|
Loss on early extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
696,502 |
|
|
|
- |
|
Adjusted EBITDA |
|
$ |
(2,753,102 |
) |
|
$ |
2,283,130 |
|
|
$ |
4,077,954 |
|
|
$ |
74,928 |
|