Sow Good Inc. 8K

Sow Good Inc., through a Tanzanian subsidiary, agreed to acquire effective full beneficial ownership and control of Ryzon’s Nachu Graphite Project companies in Tanzania via a share subscription and investment agreement with indicative follow-on funding and extensive conditions, warranties, and indemnities.

On August 21, 2026, Sow Good Inc., through its wholly owned subsidiary Sowg Tanzania Inc., entered into an Investment and Share Subscription Agreement with Ryzon Materials Limited (formerly Magnis Energy Technologies Limited), Uranex ESIP Pty Limited, Uranex Tanzania Limited (UTL), and Magnis Technologies (Tanzania) Limited (MTT) to finance and take effective control of the Nachu Graphite Project in Tanzania. Under the agreement, Sowg Tanzania Inc. will subscribe for 9,997 ordinary shares of UTL and 333,334 ordinary shares of MTT for a total subscription price of TZS 343,331,000, resulting in its holding of 99.97% of the issued share capital of each project company and, via nominee arrangements over the remaining shares, the entire beneficial interest in both entities upon completion. The agreement includes detailed conditions precedent such as release of encumbrances, Tanzanian competition and mining approvals, tax confirmations, debt caps, consents under material contracts, shareholder approvals and U.S. securities law notice requirements for Sow Good Inc., as well as an intercompany debt novation making Sow Good Inc. the creditor for existing shareholder loans. Sow Good intends, but is not legally obligated, to provide up to an indicative aggregate of USD 35 million in future project funding (USD 20 million to UTL and USD 15 million to MTT) guided by a Business and Funding Plan, and the warrantors (Ryzon and Uranex ESIP) provide extensive warranties, general and tax indemnities, and a break fee arrangement in favor of the investor if specified conditions fail due to their default.

Filing Facts

CIK

1490161

Ticker

-

Form

8K

Source Type

sec

Accession

0001829126-26-009427

Alert Tier

8