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{"created_at":"2026-04-22T03:03:32.063 {"created_at":"2026-04-22T03:03:32.063787+00:00","dedupe_key":"signal_enriched:discovery_sec_filing_delta:8f66691825bf9371","evidence_event_ids":["evt_34694fedc9ca"],"signal_type":"discovery_sec_filing_delta","source":"discovery_sec_filings","value":{"aggregator_url":"https://www.sec.gov/Archives/edgar/data/1490161/0001829126-26-003683.txt","as_of":"2026-04-22T03:03:32.063787+00:00","canonical_url":"https://www.sec.gov/Archives/edgar/data/1490161/0001829126-26-003683.txt","company":"Sow Good Inc.","enrichment":{"aggregator_url":"https://www.sec.gov/Archives/edgar/data/1490161/0001829126-26-003683.txt","article_chars":5000,"article_truncated":true,"blocked_reason":null,"candidate_id":"sc_dee0938e6d1653d1","canonical_host":"sec.gov","canonical_is_aggregator":false,"canonical_url":"https://www.sec.gov/Archives/edgar/data/1490161/0001829126-26-003683.txt","content_type":"text/plain","enriched_at":"2026-04-22T03:26:06.911665+00:00","extraction_method":"trafilatura","fetched_description":"","fetched_title":"","final_url":"https://www.sec.gov/Archives/edgar/data/1490161/0001829126-26-003683.txt","html_truncated":true,"paywall_likely":false,"publisher_domain":"sec.gov","publisher_resolution":"canonical_url","requested_url":"https://www.sec.gov/Archives/edgar/data/1490161/0001829126-26-003683.txt","source_event_id":"evt_34694fedc9ca","source_quality":"high","status_code":200,"version":"signal_enrichment_v2"},"form_type":"8-K","fp":"c8138613ce079186","kind":"sec_filing","published_at":"20260421","publisher_domain":"sec.gov","signal_understanding":{"analysis_basis":"article","claim_confidence":0.78,"dates_mentioned":["2026-04-20","2026-04-22"],"entities":[{"asset_class":"equity","name":"Sow Good Inc.","relevance":"high","symbol":"SOWG","type":"issuer"},{"asset_class":"equity","name":"SOWG Tanzania Inc.","relevance":"high","symbol":"","type":"subsidiary"},{"asset_class":"equity","name":"Ryzon Materials Limited","relevance":"high","symbol":"","type":"seller"},{"asset_class":"equity","name":"Uranex Tanzania Limited","relevance":"high","symbol":"","type":"seller/target"},{"asset_class":"equity","name":"Magnis Technologies (Tanzania) Limited","relevance":"high","symbol":"","type":"seller/target"},{"asset_class":"equity","name":"Uranex ESIP Pty Limited","relevance":"medium","symbol":"","type":"seller"},{"asset_class":"project","name":"Nachu Graphite Project","relevance":"high","symbol":"","type":"asset"}],"event_type":"merger_acquisition","information_gaps":["The 8-K item number(s) and whether there are additional material items beyond the acquisition agreement are not provided in the cleaned text.","Closing conditions are only partially shown; additional conditions after the stockholder consent clause are not included due to text truncation.","No details are provided in the excerpt about financing, regulatory approvals, or expected closing date.","The excerpt does not specify the exact number of consideration shares after accounting for net debt and tax adjustments; it only provides the initial calculation basis and approximate share counts.","No prior known state is included in the prompt, so the specific \u201cdelta vs prior\u201d cannot be determined from the provided text alone."],"key_facts":["On April 20, 2026, SOWG Tanzania Inc. entered into a share purchase agreement to acquire 100% of the issued and outstanding shares of Uranex Tanzania Limited and Magnis Technologies (Tanzania) Limited.","The targets are the sole holders of the Nachu Graphite Project, an advanced-stage graphite development asset in Ruangwa District, Lindi Region, Southern Tanzania.","The acquisition values the Nachu Project at aggregate consideration of AUD$150,000,000 (approximately US$107 million based on the RBA AUD/USD exchange rate as of the agreement date).","Consideration is to be satisfied entirely by issuance of the Company\u2019s common stock, subject to reductions for (i) Ryzon\u2019s net debt at closing and (ii) amounts equal to two times certain capital gains tax withholding and Tanzanian capital gains/withholding tax amounts.","The number of consideration shares is based on the 10-day volume-weighted average price of the Company\u2019s common stock on Nasdaq for the 10 trading days immediately preceding April 20, 2026 (US$0.3209) and the RBA AUD/USD exchange rate as of that date (0.7149).","The agreement results in approximately 334,150,145 consideration shares (or approximately 22,276,676 after adjusting for the Company\u2019s announced 15-to-1 reverse stock split).","Escrow shares: 33,415,014 shares (or 2,227,667 after reverse stock split), equal to AUD$15,000,000, will be held back to support sellers\u2019 indemnification obligations.","Escrow shares will be issued pursuant to 222,767 contingent value rights (CVRs), with CVRs entitling holders to fractional interests in escrow shares issued in two tranches 12 and 18 months after closing, per a CVR Agreement to be entered into at closing.","Consideration shares will be subject to lock-up and dribble-out resale restrictions under a stockholders agreement to be entered into at closing.","The Company will enter into a registration rights agreement at closing to register the consideration shares for resale under the Securities Act.","The acquisition is subject to customary closing conditions, including written consent of stockholders holding a majority of outstanding common stock approving the share purchase agreement and issuance of consideration shares (text cuts off after this point)."],"numeric_claims":[{"label":"Acquisition consideration (AUD)","value":"150,000,000"},{"label":"Acquisition consideration (approx. USD)","value":"107 million"},{"label":"RBA AUD/USD exchange rate used","value":"0.7149"},{"label":"Nasdaq 10-day VWAP used (US$)","value":"0.3209"},{"label":"Consideration shares (pre reverse split)","value":"334,150,145"},{"label":"Consideration shares (post reverse split)","value":"22,276,676"},{"label":"Escrow shares (pre reverse split)","value":"33,415,014"},{"label":"Escrow shares (post reverse split)","value":"2,227,667"},{"label":"Escrow value (AUD)","value":"15,000,000"},{"label":"CVRs","value":"222,767"},{"label":"Reverse stock split ratio","value":"15-to-1"},{"label":"CVR tranche timing after closing","value":"12 months and 18 months"}],"primary_claim":"The Company agreed to acquire 100% of Uranex and Magnis Tech (owners of the Nachu Graphite Project) for aggregate consideration of AUD$150,000,000 (about US$107 million), to be paid entirely in Company common stock subject to net debt and tax-related adjustments.","relevance_score":0.86,"sentiment":"neutral","source_quality":"high","summary":"Sow Good Inc. filed an 8-K announcing that its wholly owned subsidiary will acquire 100% of Uranex and Magnis Tech, the owners of the Nachu Graphite Project in Tanzania, via a share purchase agreement dated April 20, 2026.","topics":["8-K filing","share purchase agreement","acquisition","graphite project","consideration shares","escrow/CVR","lock-up and resale restrictions","registration rights","closing conditions","Tanzania"]},"source":"sec_edgar","source_domain":"sec.gov","summary":"Form 8-K \u00b7 Sow Good Inc. \u00b7 Filed 20260421","ticker":"SOWG","tickers":["SOWG"],"title":"SOWG filed 8-K","url":"https://www.sec.gov/Archives/edgar/data/1490161/0001829126-26-003683.txt"}}... |