Sow Good Posts Investor Presentation in Connection with Nachu Graphite Project Acquisition

Rhea-AI Summary

Sow Good (Nasdaq: SOWG) posted an investor presentation dated April 22, 2026 related to its definitive share purchase agreement to acquire 100% of the Tanzanian subsidiaries of Ryzon Materials, which hold the Nachu Graphite Project in Lindi Region, Tanzania.

The Presentation was furnished on Form 8-K (Exhibit 99.1). Sow Good plans to file an Information Statement under Section 14(c) and intends to commission an S-K 1300 technical report after closing; Ryzon’s JORC 2012 estimates are historical and not independently verified.

Positive

• Acquisition of 100% of Ryzon’s Tanzanian subsidiaries
• Nachu Graphite Project added to company assets
• Presentation furnished on Form 8-K (Exhibit 99.1)
• Plan to commission S-K 1300 technical report post-closing

Negative

• Ryzon’s mineral estimates are historical and not independently verified
• JORC 2012 estimates differ materially from S-K 1300 requirements
• Information Statement and technical report remain pending, creating timing uncertainty

News Market Reaction – SOWG

-8.26% 2.2x vol

26 alerts

-8.26% Session close to close

-35.8% Trough in 29 hr 48 min

$50.29M Market Cap

2.2x Rel. Volume

In the Apr 23 session, SOWG declined 8.26%, reflecting a notable negative market reaction. Argus tracked a trough of -35.8% from its starting point during tracking. Our momentum scanner triggered 26 alerts that day, indicating elevated trading interest and price volatility. Trading volume was elevated at 2.2x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.3% in the session following this news. A negative reaction despite today’s primar...

Analysis

The stock moved -8.3% in the session following this news. A negative reaction despite today’s primarily informational update fits the pattern seen on the Apr 21, 2026 acquisition announcement, which coincided with a -30.3% move. The stock already trades far below its 200-day moving average and near its 52-week low, and the backdrop includes a sizable $1,000,000,000 shelf registration and an active ATM facility. Those capital-raising tools, along with prior restructuring, may continue to frame how investors interpret further Nachu-related disclosures.

Key Figures

Nachu stake: 100% of issued and outstanding shares Section reference: Section 14(c)

2 metrics

Nachu stake 100% of issued and outstanding shares Tanzanian subsidiaries of Ryzon to be acquired in the Transaction

Section reference Section 14(c) Exchange Act section governing the planned Information Statement

Previous Acquisition Reports

1 past event · Latest: Apr 21 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 21	Acquisition announcement	Positive	-30.3%	Definitive deal to acquire Tanzanian subsidiaries holding the Nachu Graphite Project.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The only recent acquisition-related announcement on Apr 21, 2026 triggered a -30.3% move, indicating past acquisition news has coincided with sharp selling.

Recent Company History

Over the last several months, Sow Good has undergone major strategic and financial restructuring. On Jan 6, 2026, it raised $6.0M via preferred stock and sold freeze-dried snack and candy assets for $1.5M while moving to an asset-light model. Subsequent filings in April established a large ATM program and disclosed Nasdaq listing deficiencies. The Apr 21, 2026 Nachu Graphite Project acquisition agreement marked a pivot toward critical minerals. Today’s presentation further elaborates that same transaction rather than introducing a new strategic direction.

Key Terms

form 8-k, regulation fd disclosure, section 18, information statement, +2 more

6 terms

form 8-k regulatory

"furnished in a Current Report on Form 8-K with the U.S. Securities"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

regulation fd disclosure regulatory

"pursuant to Item 7.01 (Regulation FD Disclosure) of Form 8-K"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

section 18 regulatory

"shall not be deemed “filed” for purposes of Section 18 of the"

Section 18 of the U.S. Securities Exchange Act creates a civil cause of action allowing investors to seek money damages when a company’s statements or reports filed with the SEC are false or misleading. Think of it like a warranty on public financial disclosure: it helps hold issuers accountable for inaccurate filings, which matters to investors because successful claims can lead to compensation and can signal risk that affects a company’s stock price.

information statement regulatory

"file with the SEC an Information Statement pursuant to Section"

An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

jorc code 2012 technical

"Ore Reserves (the “JORC Code 2012”). The JORC Code 2012 is an"

A formal industry standard for how mining companies must report exploration results, mineral resources and ore reserves, specifying the information, methods and levels of confidence required. For investors, it acts like a recipe and checklist that helps ensure numbers are prepared consistently and transparently, so reported quantities and risks can be compared across projects and judged more reliably—similar to comparing products that follow the same label rules.

s-k 1300 regulatory

"differs in certain material respects from the requirements of Subpart 229.1300 of Regulation S-K (“S-K 1300”)"

Regulation S-K Item 1300 is a U.S. securities disclosure rule that requires public companies to report how they manage cybersecurity risks and to promptly disclose material cyber incidents. Think of it as a requirement to tell investors both the company’s “cyber health” plan and any major break-ins, similar to a homeowner explaining their alarm system and alerting neighbors after a burglary. This helps investors assess operational risk and potential financial or reputational impact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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IRVING, Texas, April 22, 2026 (GLOBE NEWSWIRE) -- Sow Good Inc. (Nasdaq: SOWG) (“Sow Good” or the “Company”) today posted to its investor relations website an investor presentation (the “Presentation”) prepared in connection with the Company’s previously announced definitive share purchase agreement to acquire 100% of the issued and outstanding shares of the wholly owned Tanzanian subsidiaries of Ryzon Materials Ltd (“Ryzon”), which together hold the Nachu Graphite Project located in the Ruangwa District, Lindi Region of Southern Tanzania (the “Transaction”). The Presentation has been furnished in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Item 7.01 (Regulation FD Disclosure) of Form 8-K, and is included as Exhibit 99.1. The Form 8-K and Presentation are available on the SEC’s website at www.sec.gov and on the Company’s investor relations website at www.sowginc.com under the “Investors” tab.

The Presentation provides an overview of the Nachu Graphite Project, the strategic rationale for the Transaction, and other information relating to the proposed acquisition of the Tanzanian subsidiaries of Ryzon. The Form 8-K and Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Important Information for Investors

In connection with the Transaction, the Company intends to file with the SEC an Information Statement pursuant to Section 14(c) of the Exchange Act, in preliminary and definitive form, and other required documents regarding the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY SOW GOOD WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SOW GOOD, RYZON, THE TRANSACTION, AND THE RELATED RISKS AND RELATED MATTERS.

The Information Statement will be mailed to stockholders of Sow Good. Investors will be able to obtain free copies of the Information Statement, as may be amended or supplemented, and other relevant documents filed by the Company with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed or furnished with the SEC by Sow Good, including the Information Statement (when available), will be available free of charge from Sow Good’s website at www.sowginc.com under the “Investors” tab.

Important Cautionary Note Regarding Mineral Estimates and Technical Disclosure

The Presentation contains references to mineral resource and mineral reserve estimates, economic analyses, and other technical information relating to the Nachu Graphite Project prepared by Ryzon in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code 2012”). The JORC Code 2012 is an internationally recognized reporting code but differs in certain material respects from the requirements of Subpart 229.1300 of Regulation S-K (“S-K 1300”), the disclosure standard applicable to Sow Good as an SEC registrant. These estimates constitute historical estimates within the meaning of S-K 1300 and have not been independently verified by, and are not adopted or endorsed by, the Company.

Investors should not place undue reliance on Ryzon’s historical estimates. Following closing of the Transaction, the Company intends to commission a technical report summary for the Nachu Project in compliance with S-K 1300, prepared by an independent qualified person, and to file such report with the SEC as required.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts may be forward-looking statements, including, without limitation, statements regarding the expected timing and completion of the Transaction; the anticipated benefits of the Transaction; the expected development of the Nachu Graphite Project; the anticipated receipt of stockholder and regulatory approvals; the future financial and operational performance of the Company following the Transaction; and the Company’s ability to commission a technical report summary in compliance with S-K 1300. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including: the failure to obtain required stockholder or regulatory approvals; changes in market conditions; geopolitical risks in Tanzania; the potential need to re-confirm or re-establish offtake arrangements; technical and development risks associated with the Nachu Project; and the other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the SEC. There is no assurance that all conditions to closing will be satisfied or waived or that the Transaction will be completed on the terms described herein or at all. All information in this press release is as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statement except as required by law.

About Sow Good Inc.

Sow Good Inc. (Nasdaq: SOWG) is a Nasdaq-listed company operating a consumer packaged goods business focused on freeze-dried candy and snack products. Following the closing of the Transaction, the Company intends to operate as a critical minerals developer and battery anode materials company through the Nachu Graphite Project in Tanzania, with its current consumer products business continuing as a separate segment.

Contact:
Sow Good Inc.
Sam Goldberg
Chief Executive Officer
sgoldberg@sowgoodinc.com

FAQ

What did Sow Good (SOWG) announce on April 22, 2026 regarding Nachu Graphite Project?

Sow Good posted an investor presentation about acquiring 100% of Ryzon’s Tanzanian subsidiaries. According to the company, the Presentation describes the Nachu Graphite Project, the strategic rationale for the transaction, and was furnished on Form 8-K as Exhibit 99.1.

Will Sow Good file an Information Statement for the Ryzon acquisition and when?

Yes. Sow Good intends to file an Information Statement under Section 14(c) of the Exchange Act. According to the company, preliminary and definitive forms and other required documents will be filed with the SEC and mailed to Sow Good stockholders when available.

Are Ryzon’s mineral estimates for Nachu verified under SEC standards (S-K 1300)?

No. Ryzon’s estimates are historical and prepared under JORC 2012 and have not been independently verified by Sow Good. According to the company, it will commission an independent S-K 1300 technical report after closing to comply with SEC requirements.

Where can investors find the Form 8-K and investor presentation for SOWG’s Nachu transaction?

The Form 8-K and Presentation are available on the SEC website and Sow Good’s investor site. According to the company, both documents are posted at www.sec.gov and at www.sowginc.com under the Investors tab.

What are the immediate next steps Sow Good highlighted for closing the Nachu acquisition?

Sow Good will file required SEC documents and commission an independent technical report post-closing. According to the company, the Information Statement will be filed and mailed to stockholders and a S-K 1300 report will be prepared after closing.