Sow Good Inc 美股招股说明书（2026年4月13日版）

Filed Pursuant to Rule424(b)(5)Registration No. 333-294799 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 9, 2026) 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, 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 last 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 sales 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 Sales 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 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. 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 prospectus or anydocument incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in We have not, and the Sales Agent has not, authorized anyone to provide you with any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we haveauthorized for use in connection with this offering. Neither we nor the Sales Agent take any responsibility for, and can provide noassurance as to the reliability of, any other information others may give you. The information contained in this prospectus supplement,the accompanying prospectus, any free writing prospectus that we have authorized for use in connection with this offering, includingthe documents incorporated by reference herein or therein, is accurate only as of the respective dates thereof, regardless of the time ofdelivery of this prospectus supplement and the accompanying prospectus or of any sale of our common stock. Our business, financial We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, We and the Sales Agent are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions whereoffers and sales are permitted. The distributi