Sow Good Inc 8-K, filed Oct 15, 2026
Sow Good Inc. (SOWG)
About this 8-K
Sow Good Inc filed this 8-K on October 15, 2026.
Sow Good Inc. and SOWG Tanzania Inc. extended the Share Purchase Agreement’s Sunset Date by fifteen (15) calendar days to 30 October 2026, while the SPA otherwise remained in force and effect. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Sow Good Inc.
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
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 | ||
| The |
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. |
On October 15, 2026, SOWG Tanzania Inc., a Delaware corporation and wholly owned subsidiary of Sow Good Inc. (the “Company”), and the Company entered into an Extension Letter to Share Purchase Agreement (the “Letter”) 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, as amended by that certain Deed of Amendment to Share Purchase Agreement, dated August 21, 2026. The letter amends the “Sunset Date” (as defined in the SPA) to October 30, 2026.
The foregoing description of the Letter is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 | Extension Letter to Share Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 15, 2026 | By: | /s/ Yisroel Goldberg |
| Yisroel Goldberg | ||
|
Chief Executive Officer | ||
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Exhibit 10.1
15 October 2026
Attention: Frank Poullas
Ryzon Materials Limited
Suite 11.01, 1 Castlereagh Street
Sydney NSW 2000 Australia
By email to: info@ryzon.au
Dear Frank
Sow Good Inc. – Share Purchase Agreement – Extension Letter
Sow Good Inc. (Sow Good) refers to the Share Purchase Agreement between SOWG Tanzania Inc. (Buyer), Sow Good, Ryzon Materials Limited (ACN 115 111 763) (Seller), Uranex ESIP Pty Limited, Uranex Tanzania Limited and Magnis Technologies (Tanzania) Limited dated 20 April 2026, as amended (SPA).
Capitalised terms used, but not defined, in this letter deed (Letter) have the meaning ascribed to them in the SPA.
The purpose of this Letter is to extend the Sunset Date under the SPA by fifteen (15) calendar days (being until 30 October 2026).
By this Letter, in accordance with clause 15.7 of the SPA, the SPA is amended by replacing the definition of the term ‘Sunset Date’ in clause 1.1 in its entirety with the following new definition:
“Sunset Date means 30 October 2026 (or such later date as is agreed in writing between the Buyer and the Seller).”
Where there is any inconsistency between the terms of this Letter and the SPA, this Letter prevails to the extent of the inconsistency.
Except as modified by this Letter, the SPA continues in full force and effect and the Parties hereby confirm their respective obligations, covenants, rights, powers and duties pursuant to the SPA, as modified or varied by this Letter.
If the Parties are agreeable to the terms of this Letter, we would be grateful if you could please sign and return a signed, scanned copy of this Letter to Sow Good at sgoldberg@sowgoodinc.com.
Should you have any queries in relation to this Letter, please contact Sam Goldberg at the email set out above.
| Yours faithfully, | ||
| /s/ Sam Goldberg | ||
| Sam Goldberg | ||
| Chief Executive Officer | ||
| Sow Good Inc. |
| Executed as a deed on 2026 | ||
| BUYER | ||
| Executed by SOWG Tanzania Inc. in accordance with its constituent documents and the laws of its place of incorporation: | ||
| /s/ Sam Goldberg | ||
| Signature of Authorised Representative | ||
| Sam Goldberg | ||
| Full Name (please print) | ||
| SOW GOOD: | ||
| Executed by Sow Good Inc. in accordance with its constituent documents and the laws of its place of incorporation: | ||
| /s/ Sam Goldberg | ||
| Signature of Authorised Representative | ||
| Sam Goldberg | ||
| Full Name (please print) |
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| SELLER: | ||
| Executed by Ryzon Materials Limited (ACN 115 111 763) in accordance with section 127(1) of the Corporations Act 2001 (Cth) by: | ||
| /s/ Frank Poullas | /s/ Jonathan Reynolds | |
| Signature of Director | Signature of Secretary | |
| Frank Poullas | Jonathan Reynolds | |
| Full Name (please print) | Full Name (please print) | |
| URANEX: | ||
Executed by Uranex Tanzania Limited in accordance with its constituent documents and the laws of its place of incorporation: |
||
| /s/ Frank Poullas | /s/ Jonathan Reynolds | |
| Signature of Authorised Representative | Signature of Authorised Representative | |
| Frank Poullas | Jonathan Reynolds | |
| Full Name (please print) | Full Name (please print) |
| MAGNIS TECH: | ||
| Executed by Magnis Technologies (Tanzania) Limited in accordance with its constituent documents and the laws of its place of incorporation: | ||
| /s/ Frank Poullas | /s/ Jonathan Reynolds | |
| Signature of Authorised Representative | Signature of Authorised Representative | |
| Frank Poullas | Jonathan Reynolds | |
| Full Name (please print) | Full Name (please print) | |
| URANEX ESIP: | ||
| Executed by Uranex ESIP Pty Ltd (ACN 122 239 070) in accordance with section 127(1) of the Corporations Act 2001 (Cth) by: | ||
| /s/ Frank Poullas | /s/ Jonathan Reynolds | |
| Signature of Director | Signature of Secretary | |
| Frank Poullas | Jonathan Reynolds | |
| Full Name (please print) | Full Name (please print) |
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