Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2023, Sow Good Inc., a Nevada corporation (the "Company") closed a private placement (the "Offering") and concurrently entered into a Note and Warrant Purchase Agreement (the "Purchase Agreement") with multiple accredited investors (the "Purchasers") to sell and issue to the Purchasers in reliance on Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated thereunder, (i) an aggregate of up to $1,500,000 in the April 2023 Promissory Notes (the "Notes") and (ii) ten-year warrants (the "Warrants") to purchase up to an aggregate of 375,000 shares (the "Warrant Shares", and together with the Notes and Warrants, the "Securities") of the Company's common stock, par value $0.001 per share, representing 25,000 warrant shares per $100,000 of Notes purchased.

The Notes are one (1) year notes. Interest on the Notes accrues at a rate of 8% per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period, and the outstanding principal amount of the Notes matures and becomes due and payable on the Maturity Date (as defined in the notes to be April 25, 2024, unless accelerated by an Event of Default). Loans (as defined in the Notes) may be advanced to the Company from time to time from April 25, 2023 to the Maturity Date, upon prior written notice from Company.

The Warrants are issued to the Purchasers as they advance Loans to the Company, in accordance with the terms of the Note. Upon issuance, the Warrants are exercisable immediately and for a period of 10 years at a price of $2.50 per share. The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption. Assuming full advance of the Loans and full exercise of the Warrants, further proceeds to the Company from the exercise of the Warrant Shares is calculated as $1,875,000. The Offering closed simultaneously with execution of the Purchase Agreement.

The foregoing description of the Offering does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, the Notes and the Warrants, a copy of each of which is attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1, respectively, and which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above with respect to the Offering of the Securities is incorporated by this reference into this Item 3.02. The Securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. The Purchase Agreement, Notes and Warrants executed in connection therewith contain representations to support the Company's reasonable belief that, among other things, the Purchasers had access to information concerning its operations and financial condition, that the Purchasers acquired the Securities for their own account and not with a view to the distribution thereof, and that each Purchaser is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. The Securities described in Item 1.01 above are deemed to be restricted securities for purposes of the Securities Act and the certificates representing the Securities shall bear legends to that effect. Accordingly, the Securities sold in the Offering may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.









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Item 9.01 Financial Statements and Exhibits.





(d)  Exhibits



Exhibit No.   Description

    4.1         Form of April 23 Common Stock Warrant
   10.1         Note and Warrant Purchase Agreement, dated April 25, 2023
   10.2         Form of April 2023 Promissory Note
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).


























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