Welcome to our dedicated page for Sow Good SEC filings (Ticker: SOWG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. (SOWG) reported that its wholly owned subsidiary, SOWG Tanzania Inc., entered into a Deed of Amendment to a previously announced Share Purchase Agreement dated April 20, 2026, with several sellers including Ryzon Materials Limited, Uranex Tanzania Limited, Magnis Technologies (Tanzania) Limited, and Uranex ESIP Pty Limited.
The amendment restructures the transaction so that SOWG Tanzania Inc. will subscribe for newly issued shares representing 99.97% of the issued share capital of each of Uranex and Magnis Tech, with the sellers retaining 0.03% as bare nominees for Sow Good Inc. The amendment also clarifies the total SPA consideration at AUD$96,413,866.
In connection with this, Sow Good Inc. entered into an Investment and Share Subscription Agreement under which Uranex and Magnis Tech will collectively issue 343,331 Ordinary Shares for a total subscription price of TZS 343,331,000 (approximately $129,559), representing 99.97% of the issued share capital of each company, subject to customary representations, warranties, covenants, and closing conditions.
Sow Good Inc. (SOWG) reported its quarterly results for the period ended June 30, 2026, reflecting a completed exit from its legacy freeze‑dried manufacturing business and a transition to an asset‑light, commission‑based distribution model. For the six months, the company generated approximately $18 thousand of commission revenue (all in discontinued operations) versus $4.3 million a year earlier, and recorded a net loss of $6,368,780 compared with $6,757,566 in the prior‑year period.
Total assets declined to $420,767 from $3,775,388 at December 31, 2025, while cash and cash equivalents fell sharply to $8,492. Current liabilities were $5,600,588, leaving a working capital deficit of $5,217,119 and an accumulated deficit of $109,452,497, resulting in total stockholders’ deficit of $5,329,821. Sow Good raised capital via $6.0 million of Series AA/AAA preferred stock, reduced related‑party convertible debt, and effected a 1‑for‑15 reverse stock split, after which 20,099,893 common shares were outstanding as of August 19, 2026.
The company disclosed that these losses, minimal cash balance, and working capital deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans include the long‑term Distribution Agreement with related‑party distributor Trea Grove LLC, further cost reductions, potential equity and debt financings (including an undrawn $20 million Sagol Advisors credit facility), and pursuing a proposed but not yet consummated acquisition of the Nachu Graphite Project in Tanzania to enter the critical minerals and battery anode materials sector.
Sow Good Inc. notified regulators that it will not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 by the original deadline. The company cites the need for additional time to complete the review of its interim financial statements and related disclosures, including review procedures by its independent registered public accounting firm.
Sow Good Inc. states that it currently expects to file the Form 10-Q on or before August 19, 2026, within the extension period permitted under Rule 12b-25.
Sow Good Inc. obtained written consents from holders of a majority of its common stock to approve Nasdaq-related consents for a stock-funded acquisition of the Nachu Graphite Project in Tanzania. Under a Share Purchase Agreement with Ryzon Materials and affiliates, the company plans to issue up to 22,276,676 shares of common stock (including 2,227,667 escrow shares) as consideration valued at AUD$150,000,000 (about US$107 million) based on a fixed FX rate and a 10‑day VWAP.
On maximum issuance, current stockholders would hold about 47.5% of fully diluted shares and Ryzon, the broker and lenders about 52.5%, constituting a potential change of control under Nasdaq rules. Sow Good would add a new segment as a critical minerals developer and battery anode materials company alongside its existing freeze‑dried snacks business. Closing depends on multiple conditions, including Tanzanian regulatory approvals, Nasdaq listing of the new shares, and completion of financial and legal due diligence, and the structure may be revised through various Alternative Structures that could alter the form and timing of consideration.
Sow Good Inc. reported that stockholders held a special meeting on August 10, 2026 and approved an amendment to the Certificate of Incorporation to allow stockholders to act by written consent. The proposal passed with 15,927,316 votes for, 1,087 against and 185 abstentions.
On the same date, holders of a majority of the outstanding common shares executed a written consent approving the issuance of shares and other matters necessary to consummate a share purchase agreement among Sow Good Inc., SOWG Tanzania Inc., Ryzon Materials Limited, Uranex ESIP PTY Limited, Uranex Tanzania Limited and Magnis Technologies Limited, including alternative structures to effect this transaction. A Schedule 14C information statement will be filed with the SEC and mailed or provided to stockholders.
Sow Good Inc. obtained written consents from holders of a majority of its common stock to approve a large equity issuance tied to acquiring the Nachu Graphite Project in Tanzania from Ryzon Materials and affiliates. The company agreed to issue up to 22,276,676 shares of common stock as consideration to Ryzon, specified lenders and a broker, with 2,227,667 shares held back in escrow to secure indemnification obligations and delivered via contingent value rights. The deal values the target at AUD$150,000,000, fully paid in stock based on a 10‑day VWAP of $4.8135 per share and an AUD/USD rate of 0.7149, and includes novation to Sow Good of about AUD$84.6 million of intercompany debt.
After closing, Sow Good plans to operate a second segment as a critical minerals developer and battery anode materials company alongside its existing freeze‑dried snacks business, potentially triggering a Nasdaq “Minimum Issuance” or “Change of Control” under Rule 5635. The structure may be revised through an Alternative Structure, possibly including preferred stock or asset-level deals, but the company expects total consideration to remain AUD$150,000,000 and total stock (including on conversion) not to exceed 22,276,676 shares. Closing is subject to multiple conditions, including Tanzanian competition and mining approvals, Nasdaq listing of the new shares, completion of specified financial statements, and a no‑material‑adverse‑change condition; either party can terminate under defined circumstances, with a AUD 7,500,000 termination fee payable by Ryzon in certain Ryzon‑related failures.
Sow Good Inc. is asking shareholders to approve a Charter Amendment that would allow stockholder actions to be taken by written consent without a meeting. The change is intended to permit written-consent approval of significant corporate transactions, including proposed transactions with Ryzon Materials Limited.
A virtual special meeting will be held on August 10, 2026 at 10 a.m. Eastern Time. Shareholders of record as of July 20, 2026, when approximately 20,120,117 common shares were outstanding, are entitled to one vote per share. Approval of the amendment requires the affirmative vote of at least 66-2/3% of the voting power of all outstanding capital stock entitled to vote. Abstentions and failures to vote have the effect of a vote against. The Board has unanimously determined the amendment is in the company’s and shareholders’ best interests and recommends a vote “FOR” the Charter Amendment.
Sow Good Inc. is holding a 2026 special shareholder meeting to vote on a single proposal: a charter amendment that would allow shareholders to act by written consent instead of only at annual or special meetings. The board unanimously deems this change advisable and recommends a vote “FOR” the amendment.
The amendment is intended to permit stockholder written consents for significant corporate transactions, including proposed transactions with Ryzon Materials Limited referenced in an April 21, 2026 Form 8-K. Approval requires at least 66-2/3% of the voting power of all outstanding capital stock, with abstentions and failures to vote effectively counting as votes against. There were approximately 20,120,117 common shares outstanding as of the record date, each entitled to one vote.
Sow Good Inc. reported a first-quarter 2026 net loss of $2.49 million, as it continues to wind down its former manufacturing business and operate mainly as a commission-based distributor for freeze-dried candy.
Total assets were $3.05 million against liabilities of $4.50 million, leaving a stockholders’ deficit of about $1.45 million. Cash was $2.32 million with a working capital deficit of $1.39 million, and management disclosed that these conditions, along with recurring losses, raise substantial doubt about the company’s ability to continue as a going concern.
The company sold substantially all manufacturing assets in late 2025 to a related party and now earns a 10% commission on distributor gross receipts, recognizing about $18 thousand of commission revenue in the quarter, all within discontinued operations, versus $2.5 million of product revenue a year earlier. Sow Good completed a reverse stock split and raised $6.0 million through new Series AA and Series AAA preferred stock, while repaying and restructuring related-party convertible notes that remain a key source of financing.
SOW GOOD INC. submitted a Form 12b-25 notifying the SEC that it could not timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 because additional time is required to complete review of interim financial statements and related disclosures, including review procedures by its independent registered public accounting firm. The company expects to file the Form 10-Q on or before May 20, 2026, within the extension period under Rule 12b-25.