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March 8, 2024
Claudia Goldfarb
Chief Executive Officer
Sow Good Inc.
1440 N. Union Bower Rd.
Irving, Texas 75061
Re:Sow Good Inc.
Registration Statement on Form S-1
Filed on February 13, 2024
File No. 333-277042
Dear Claudia Goldfarb:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed February 13, 2024
General
1.Please tell us whether you will be deemed to be a “controlled company” under the Nasdaq
listing rules. If so, please additionally disclose on the prospectus cover and in the
summary (i) the percent voting power that the controlling stockholder will hold after
completion of the offering and (ii) whether you intend to take advantage of the controlled
company exemptions under the Nasdaq rules.
2.We note disclosure throughout the registration statement that Sow Good Inc. will be
reincorporated to the State of Delaware prior to effectiveness of this prospectus. We also
note in your Form 8-K filed on February 22, 2024, that the reincorporation occurred on
February 15, 2024. Please update the disclosure through out to indicate the current status
of the incorporation of the Company.

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 March 8, 2024 Page 2
 FirstName LastNameClaudia Goldfarb
Sow Good Inc.
March 8, 2024
Page 2
Cover Page
3.Disclose whether your offering is contingent upon final approval of your NASDAQ listing
on your cover page. Please ensure the disclosure is consistent with your underwriting
agreement.
4.To the extent you intend to proceed with your offering if your NASDAQ listing is
denied, revise your cover page to indicate that the offering is not contingent on
NASDAQ approval of your listing application and that if the shares are not approved for
listing, you may experience difficulty selling your shares. Include risk factor disclosures
to address the impact on liquidity and the value of shares.
Summary
Recent Developments, page 5
5.Please update the disclosure in this section to reflect the finalized financial results for
December 31, 2023.
Non-GAAP Financial Measures, page 12
6.We note exclude a $1.9 million inventory write-down that occurred during the nine
months ended September 30, 2023 to arrive at your non-GAAP measure of Adjusted
EBITDA. As it appears this write down was the result of your pivot away from non-candy
freeze dried products to better selling candy products, it is not clear to us how you
determined this non-GAAP adjustment is appropriate and consistent with the requirements
of Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Although this inventory-write off may
be unusual due to its size, based on the nature of this adjustment and your business, it
appears to us that risks related to inventory are normal operating expenses that arise in the
ordinary course of your business. Please revise to remove this adjustment.
Risk Factors
We rely on a small number of suppliers to provide our raw materials for some of our treats, and
our supply, page 17
7.We note your disclosure on page 18 stating that "three key suppliers, Redstone Foods,
Albanese and Guangdong accounted for approximately 75% of our total raw material and
packaging purchases." Please describe the material terms of your arrangements
with suppliers, and file any material contract as an exhibit to your registration statement
pursuant to Item 601(b)(10) of Regulation S-K.
8.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 March 8, 2024 Page 3
 FirstName LastNameClaudia Goldfarb
Sow Good Inc.
March 8, 2024
Page 3
Fluctuations in various food and supply, transportation and shipping costs could adversely affect
our operating results., page 21
9.Please update your disclosure in future filings to identify actions planned or taken, if any,
to mitigate inflationary pressures.
Use of Proceeds, page 41
10.We note your disclosure that you expect to use a portion of the net proceeds to repay
outstanding indebtedness. Please revise to disclose in this section the amount of proceeds
that you intend to use for repayment of debt. Also, disclose the interest rates and maturity
dates of the debt. To the extent the debt was incurred within one year, describe the use of
proceeds of such indebtedness. Refer to Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
49
11.We note your use of industry and market data in this section of your prospectus. Please
provide us with supplemental support, or in the alternative provide citations that include
the names and dates of third party studies or reports, if any, for all statements that utilize
industry or market data or relate to your competitive position within your industry. To the
extent that you commissioned any of the third-party data that you cite in the prospectus,
also provide the consent of the third-party in accordance with Rule 436.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 60
12.We note your risk factor disclosure regarding you operations in foreign countries.  We
also note your disclosure that you have entered into co-manufacturing arrangements in
China and Colombia to provide additional freeze drying capacity and are planning to
expand your manufacturing facilities in  Monterrey, Mexico.  Given the significance of
your foreign operations, please revise future disclosures to quantify the amount of cash
and cash equivalents held in foreign jurisdictions as of the most recent period end, and
address the potential impact on your liquidity of holding cash outside the U.S., if material.
Critical Accounting Policies and Estimates
Revenue Recognition, page 65
13.We note that you sell your product directly to retailers and to wholesale customers. Tell us
your consideration for disclosure of disaggregated revenue information based on the types
of customers you sell to and/or geographic region. Please refer to ASC 606-10-50-5.
Principal Stockholders, page 94
14.We note in the footnotes to the Principal Stockholders table references to stock options
and warrants exercisable within 60 days of September 30, 2023. Please update the current

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 March 8, 2024 Page 4
 FirstName LastName
Claudia Goldfarb
Sow Good Inc.
March 8, 2024
Page 4
outstanding stock amounts and beneficial ownership table as of the most recent date
practicable.
Shares Eligible for Future Sale, page 99
15.Disclosure on page 99 indicates "we have been approved to list our common stock listed
on the Nasdaq Capital Market." However, elsewhere disclosure indicates that you have
applied for Nasdaq listing but not yet been approved. Please revise to fix the
inconsistency.
Exhibits
16.Please file material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to
your registration statement. In this regard, we note references to co-manufacturing
contractual agreements and lock-up agreements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Drew Valentine