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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2026
Sow Good Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware |
|
001-42037 |
|
27-2345075 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Sow Good Inc.
1440 N Union Bower Rd
Irving, TX 7506
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (214) 623-6055
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
SOWG |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Amendment to Share Purchase Agreement
On August 21, 2026, SOWG Tanzania Inc., a Delaware
corporation and wholly owned subsidiary of Sow Good Inc. (the “Company”), and the Company entered into the Deed of Amendment
to Share Purchase Agreement (the “Amendment”) with Ryzon Materials Limited, an Australian unlisted public company (“Ryzon”),
Uranex Tanzania Limited (“Uranex”), Magnis Technologies (Tanzania) Limited (“Magnis Tech”), and Uranex ESIP Pty
Limited (“Uranex ESIP” and, together with Ryzon, Uranex and Magnis Tech, the “Sellers”) to the previously announced
Share Purchase Agreement (the “SPA”), dated April 20, 2026. The Amendment restructures the transaction to provide for SOWG
Tanzania Inc. subscribing for newly issued shares representing 99.97% of the issued share capital of each of Uranex and Magnis Tech directly
pursuant to the Investment and Share Subscription Agreement described below, with the Sellers retaining the remaining 0.03% as bare nominees
for the Company. In addition, the Amendment, among other things, clarifies the value of the Consideration (as defined in the SPA) to be
received under the SPA as AUD$96,413,866.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Subscription Agreement
In connection with the Amendment, August 21, 2026,
the Company entered into an Investment and Share Subscription Agreement (the “Subscription Agreement”) with the Sellers. Pursuant
to the Subscription Agreement, Uranex and Magnis Tech will collectively issue 343,331 Ordinary Shares at a total subscription price of
TZS 343,331,000 (approximately $129,559) representing 99.97% of the issued share capital of each of Uranex and Magnis Tech. The Subscription
Agreement contains a number of representations and warranties made by the Company, Uranex, and Magnis Tech solely for the benefit of the
parties, which in certain cases are subject to specified exceptions and materiality, knowledge and other qualifications contained in the
Subscription Agreement. The Subscription Agreement also contains certain customary covenants and conditions to closing.
The foregoing description of the Subscription
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial
Statements and Exhibits |
| Exhibit No. |
|
Description |
| 2.1 |
|
Deed of Amendment to Share Purchase Agreement |
| 10.1 |
|
Investment and Share Subscription Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SOW GOOD INC. |
| |
|
|
| Date: August 27, 2026 |
By: |
/s/ Yisroel Goldberg |
| |
|
Yisroel Goldberg |
| |
|
Chief Executive Officer |
