Sow Good Inc. filings document the regulatory record for a Nasdaq-listed freeze-dried food and candy company with common stock trading under SOWG. Recent Form 8-K disclosures cover material events, Regulation FD materials, governance changes, charter amendments, shareholder-consent actions, and modifications affecting security-holder rights.
The filings also describe capital-structure matters, including convertible preferred stock, common-stock authorization, equity-plan amendments, a reverse stock split, and sales-agreement and registration-statement disclosures for potential equity issuance. Other records address director departures, voting approvals, exhibit filings, and the company’s reported securities registered on The Nasdaq Capital Market.
Sow Good Inc. reported that director David E. Lazar resigned from the board effective immediately on May 6, 2026. The company stated that his decision to resign was not due to any disagreement with Sow Good regarding its operations, policies, or practices.
Sow Good Inc. announced it has executed a non-binding term sheet for a $20 million non-convertible, private placement line of credit with Sagol Advisors. The facility, which remains subject to definitive credit documentation, is intended to provide working capital as the company pursues its proposed acquisition of the Nachu Graphite Project in Tanzania and a broader transition into critical minerals and battery anode materials, while maintaining its existing freeze‑dried snack business as a separate segment. The Nachu acquisition still requires stockholder approval, Tanzanian regulatory approvals, and other customary closing conditions.
Sow Good Inc. has posted an investor presentation and press release detailing its planned all-stock acquisition of Ryzon Materials’ Tanzanian subsidiaries that own the Nachu Graphite Project. The deal values the targets at approximately AUD$150 million (~US$107 million) in Sow Good common stock.
The presentation highlights Nachu’s reported post-tax NPV₁₀ of US$1.2 billion and a 51% IRR under Ryzon’s 2022 bankable feasibility study prepared to JORC Code 2012 standards, along with a 15.5-year mine life and 174 Mt resource at 5.4% TGC. All technical and economic figures are described as historical estimates that have not been independently verified by Sow Good and may differ materially when reported under S-K 1300.
Sow Good plans to transform from a pure consumer packaged goods company into a critical minerals and battery anode developer focused on Nachu, while continuing its freeze-dried candy and snack business as a separate segment. Completion of the transaction remains subject to Sow Good stockholder approval, Tanzanian regulatory approvals and other customary conditions.
Sow Good Inc. has agreed to acquire 100% of Uranex Tanzania Limited and Magnis Technologies (Tanzania) Limited, which together hold the Nachu Graphite Project in southern Tanzania. The deal values the project at AUD$150,000,000, or approximately US$107 million, payable entirely in Sow Good common stock.
The transaction is expected to result in about 334,150,145 Consideration Shares, or approximately 22,276,676 shares after a 15-to-1 reverse stock split, being issued to the sellers, lenders and broker, with a portion held back as escrow shares supporting indemnities via contingent value rights. Sow Good plans to reposition itself as a critical minerals and battery anode developer while continuing its freeze-dried consumer products as a separate segment.
Closing depends on majority stockholder written consent under Nasdaq rules, Tanzanian regulatory approvals, Nasdaq listing approval for the new shares, execution of ancillary agreements, and absence of a defined Material Adverse Change, with a sunset date of October 15, 2026. If certain Ryzon-related conditions fail, Ryzon must pay an AUD$7,500,000 break fee. Technical data about Nachu is based on Ryzon’s JORC reports and will later be reassessed under S-K 1300.
Sow Good Inc. is carrying out a 15‑to‑1 reverse stock split of its common stock to help regain compliance with Nasdaq’s minimum bid price requirement. The split becomes effective at 5:00 p.m. Eastern Time on April 23, 2026, with trading on a split‑adjusted basis beginning April 24, 2026.
As of the press release date, the company had 300,801,347 shares outstanding; following the reverse split, it expects to have 20,053,424 shares outstanding, subject to rounding up for fractional shares. Existing equity awards and plan share pools under the 2020 and 2024 stock incentive plans will also be adjusted on the same fifteen‑to‑one basis.
Sow Good Inc. is seeking to sell up to $100,000,000 of its common stock through an at-the-market program under a Sales Agreement with Craft Capital Management LLC.
The prospectus supplement states there were 300,801,347 shares outstanding as of April 9, 2026. The supplement illustrates a pro forma example of up to 563,959,242 shares outstanding assuming sales of 263,157,895 shares at an assumed price of $0.38 per share. Sales agent compensation is up to 3.0% of gross proceeds.
Sow Good Inc. entered a Sales Agreement with Craft Capital Management for an at-the-market stock program allowing sales of up to $100 million of common shares through Nasdaq or other markets. The sales agent may receive up to 3.0% of gross proceeds as commission.
The company also received a Nasdaq notice that its stockholders’ equity, as reported in its Form 10-K for the period ended December 31, 2025, no longer meets the $2,500,000 minimum required by Listing Rule 5550(b)(1). Sow Good has until May 22, 2026 to submit a compliance plan, with a possible extension to October 4, 2026, but there is no guarantee it will maintain its Nasdaq listing.
Sow Good Inc. director Joseph Labkowski filed a Form 3, which is an initial statement of beneficial ownership for insiders. The filing lists him as a director but shows no reported common stock or derivative transactions, and the transaction summary reflects zero shares bought, sold, or otherwise transacted.
Sow Good Inc. director Jack Wortzman has filed an initial Form 3, establishing his status as a reporting insider of the company. The available data show no reported purchases, sales, gifts, or other transactions in Sow Good Inc. securities in connection with this filing.
Sow Good Inc. director Binyomin Posen has filed an initial Form 3, which is a statement of beneficial ownership for insiders. The filing identifies him as a director of the company but, in the provided data, reports no buy or sell transactions and no derivative positions.