Sow Good Inc.

Sow Good Inc. stockholders approved a significant transaction involving a share purchase agreement with SOWG Tanzania Inc., Ryzon Materials Limited, Uranex ESIP PTY Limited, Uranex Tanzania Limited, and Magnis Technologies Limited. This approval includes the issuance of shares and other necessary matters to consummate the deal. Additionally, stockholders approved an amendment to the Company’s Certificate of Incorporation, allowing them to act by written consent. A Schedule 14C information statement will be filed with the SEC regarding these matters.

Sow Good Inc. has scheduled a Special Meeting of Shareholders for August 10, 2026, to consider and vote on a proposed amendment to its Certificate of Incorporation. The amendment would allow stockholders to act by written consent, a change the Board unanimously recommends as advisable and in the best interests of the Company and its shareholders. This modification aims to facilitate significant corporate transactions, including those previously described with Ryzon Materials Limited. The approval of the Charter Amendment requires an affirmative vote of at least 66-2/3% of the voting power of all outstanding shares.

Sow Good Inc. reported a net loss of $(2.49) million for the three months ended March 31, 2026, an improvement from $(2.75) million in the prior year. The company completed a strategic shift in December 2025, moving from direct manufacturing and sales to a commission-based distribution model for freeze-dried candy products. Despite this restructuring, the company's accumulated deficit of $105.57 million and working capital deficit of $1.39 million raise substantial doubt about its ability to continue as a going concern. Management is pursuing cost reductions and capital-raising initiatives.

Sow Good Inc. announced that David E. Lazar resigned from his position as a director, effective May 6, 2026. The company stated that Mr. Lazar's decision to resign was not a result of any disagreement with the company's operations, policies, or practices.

Sow Good Inc. announced it has secured a non-binding term sheet for a $20 million non-convertible line of credit with Sagol Advisors. This facility will provide flexible, non-dilutive working capital to support the company's proposed acquisition of the Nachu Graphite Project in Tanzania and its strategic transition into critical minerals and battery anode materials. The funds will also support day-to-day operations and ongoing strategic initiatives, with interest payable monthly on drawn amounts.

Sow Good Inc. announced it has executed a term sheet for a $20 million Line of Credit with Sagol Advisors. This facility is intended to provide working capital to advance the proposed acquisition of the Nachu Graphite Project in Tanzania and support the company's strategic transition into critical minerals and battery anode materials. The non-convertible facility offers flexible draw mechanics over a 24-month availability period, with interest payable monthly.

Sow Good Inc. announced the acquisition of the Nachu Graphite Project, described as one of the largest high-purity natural flake graphite deposits outside China. The acquisition is valued at approximately $107 million in an all-stock consideration. This strategic move is intended to anchor the West's battery supply chain, with the project reporting an NPV10 of US$1.2 billion.

Sow Good Inc. has published an investor presentation detailing its previously announced acquisition of Ryzon Materials Ltd's Tanzanian subsidiaries, which own the Nachu Graphite Project. The presentation, filed as Exhibit 99.1 to a Form 8-K, offers an overview of the project and the strategic rationale for the transaction. Investors are encouraged to review the forthcoming Information Statement for comprehensive details. The company noted that current mineral estimates are historical and will be independently verified post-acquisition.

Sow Good Inc., through its wholly owned subsidiary SOWG Tanzania Inc., has entered into a Share Purchase Agreement to acquire 100% of Uranex Tanzania Limited and Magnis Technologies (Tanzania) Limited. These entities are the sole holders of the Nachu Graphite Project, an advanced-stage graphite development asset located in Tanzania. The acquisition is valued at an aggregate consideration of AUD$150,000,000 (approximately US$107 million) and will be satisfied entirely by the issuance of Sow Good's common stock.

Sow Good Inc. announced a transformative acquisition of Ryzon Materials Ltd's Tanzanian subsidiaries, which hold the Nachu Graphite Project. This move positions Sow Good as a critical minerals and battery anode developer, supplying high-purity natural flake graphite to the global lithium-ion battery supply chain, while continuing its freeze-dried treats business. The Nachu Project is an advanced-stage graphite development asset with a reported 15.5-year mine life and a binding offtake agreement with a U.S. Tier-1 EV and ESS manufacturer.