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Sow Good Inc.

For the period ended Jun 30, 2026. Filed Aug 19, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 19, 2026

SOWG$2.26+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-20.

0001213900-26-059638

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-19.

0001213900-26-091752

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 82 previous paragraphs and 114 current paragraphs.

63 unchanged; 8 reworded; 40 added; 11 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (40)

Current report

No gross profit was recognized for the periods ended June 30, 2026 and 2025.

Current report

Salaries and benefits expense from continuing operations for the three months ended June 30, 2026 was $1.8 million, compared to $662 thousand for the three months ended June 30, 2025, representing an increase of $1.2 million, or 178%. The increase was primarily attributable to $1,012,832 of payroll wages, $747,021 of payroll taxes and $80,000 of accrued officer compensation recorded during the current quarter. Salaries and benefits attributable to the Company’s former manufacturing operations, including $1,154,273 of stock-based compensation recognized in the prior year period, are presented within discontinued operations for all periods presented and are therefore excluded from continuing operations.

Current report

Professional services expense for the three months ended June 30, 2026 was $1.7 million, compared to $258 thousand for the three months ended June 30, 2025, representing an increase of $1.4 million, or 545%. The increase was primarily attributable to $1,499,515 of legal fees, compared to $161,151 in the prior year period, incurred in connection with the Private Placement, the issuance of the Series AAA Preferred Stock, the reverse stock split, and the Company’s evaluation of strategic alternatives. Legal fees for the current quarter are net of $87,753 of costs capitalized to additional paid-in capital as issuance costs. Accounting fees were substantially unchanged at $65,970, compared to $67,935 in the prior year period, and other professional and consulting fees increased from $71,657 to $100,800.

Current report

Other general and administrative expenses for the three months ended June 30, 2026 were $268,798 thousand, compared to $228,456 thousand for the three months ended June 30, 2025, representing an increase of $40,342 thousand, or 18%. The current quarter included $118,750 of director compensation, an increase of $115,191 over the prior year period, and insurance costs that were substantially unchanged year over year, which together offset substantial reductions in the legacy corporate cost base following the Company’s exit from manufacturing operations. Travel expense decreased $65,830, computer software and internet expense decreased $32,226, and bank service charges, office supplies, dues and subscriptions and other routine operating costs decreased by an aggregate of $37,042, in each case compared to the prior year period.

Current report

Depreciation and amortization expense for the three months ended June 30, 2026 was $0, compared to $8,583 for the three months ended June 30, 2025, a decrease of $6,083, or 71%. The decrease reflects the substantial elimination of the Company’s depreciable asset base following the December 2025 restructuring. Separately, the Company recorded a loss on disposal of assets of $16,667 during the quarter on the write-off of the remaining net book value of its capitalized software.

Current report

Interest expense for the three months ended June 30, 2026 was $80,515, compared to $113,163 for the three months ended June 30, 2025, representing a decrease of $28,370, or 10%. The decrease was primarily attributable to the repayment of outstanding indebtedness with a portion of the proceeds of the Private Placement completed in December 2025, partially offset by $60,255 of amortization of debt discount on the Company’s convertible notes payable recognized during the current quarter. Interest income for the three months ended June 30, 2026 was $43,871, compared to $0 for the three months ended June 30, 2025, representing an increase of $43,871, or 100%. The increase is solely attributable to interest received from certificates of deposit.

Current report

Net loss from continuing operations for the three months ended June 30, 2026 was $3.9 million, compared to $1.3 million for the three months ended June 30, 2025, representing an increase in loss of $2.6 million, or 203%. The increase was primarily attributable to a $1.4 million increase in professional services expense, driven principally by legal fees incurred in connection with the Private Placement, the issuance of the Series AAA Preferred Stock, the reverse stock split and the Company’s evaluation of strategic alternatives, and a $1.2 million increase in salaries and benefits, partially offset by an $8 thousand decrease in interest expense.

Current report

Income from discontinued operations for the three months ended June 30, 2026 was $23,315, compared to a loss of $2,915,856 for the three months ended June 30, 2025, representing a favorable change of $2,936,413. Discontinued operations reflect the results of the Company’s former manufacturing and direct-sales business, substantially all of the assets of which were sold in December 2025, together with commission revenue earned under the Distribution Agreement. The current period result reflects the absence of manufacturing operating losses recognized in the prior year period.

Current report

Net loss for the three months ended June 30, 2026 was $3,879,027, compared to $4,186,512 million for the three months ended June 30, 2025, representing a decrease of $307,485, or 7%. The decrease reflects the improvement in results of discontinued operations, more than offset in the ongoing business by the increase in loss from continuing operations described above.

Current report

The Company maintains a full valuation allowance against its net deferred tax assets, primarily as a result of its historical net loss position and the uncertainty regarding the realization of those assets. The Company recognized no provision for or benefit from income taxes for the three months ended June 30, 2026 and 2025. The Company’s effective tax rate for each period differs from the federal statutory rate of 21% primarily due to the change in the valuation allowance.

Current report

Results of Operations for the Six Months Ended June 30, 2026 and 2025.

Current report

No gross profit for goods sold was recognized for the periods ended June 30, 2026 and 2025.

Current report

Salaries and benefits expense for the six months ended June 30, 2026 was $2,135,706, compared to $1,469,007 for the six months ended June 30, 2025, representing an increase of $666,699, or 45%. The increase was primarily attributable to $846,370 of payroll taxes, compared to $303,626 in the prior year period, and $1,234,901 of payroll wages, compared to $992,196, together with $80,000 of accrued officer compensation. These increases were partially offset by a $63,494 credit resulting from the forfeiture of previously recognized stock-based compensation and by the elimination of $93,284 of international payroll and benefits costs following the Company’s transition away from manufacturing operations and the related workforce reductions.* *

Current report

Professional services expense for the six months ended June 30, 2026 was $2,791,425, compared to $450,553 for the six months ended June 30, 2025, representing an increase of $2,340,872, or 520%. The increase was primarily attributable to $1,942,545 of legal fees, compared to $213,819 in the prior year period, incurred in connection with the Private Placement, the issuance of the Series AAA Preferred Stock, the reverse stock split and the Company’s evaluation of strategic alternatives, and net of $243,953 of costs capitalized to additional paid-in capital as issuance costs. Consulting fees increased $505,100, of which $465,100 represents the value of common stock issued to advisors for services during the first quarter. These increases were partially offset by a $75,571 decrease in accounting fees, to $125,400 from $200,971, and were accompanied by a $182,617 increase in other professional fees, to $218,380 from $35,763.

Current report

The Company recorded $2,500 in depreciation and amortization expense within continuing operations for the six months ended June 30, 2026, compared to $17,167 for the six months ended June 30, 2025, respectively. The decrease reflects the December 2025 restructuring, which eliminated substantially all of the Company’s depreciable asset base.

Current report

During the three months ended June 30, 2026, the Company wrote off the remaining net book value of its capitalized software. That write-off, together with the related depreciation recorded in the period, is presented as a loss on disposal of assets of $19,167 for the six months ended June 30, 2026, respectively, within other expense. No loss on disposal was recorded in the corresponding periods of 2025. The Company had no remaining property and equipment at June 30, 2026.

Current report

Depreciation associated with the Company’s former manufacturing assets is presented within discontinued operations for all periods presented and is therefore excluded from continuing operations.

Current report

Interest expense for the six months ended June 30, 2026 was $324,109, compared to $295,739 for the six months ended June 30, 2025, representing an increase of $32,648, or 29%. The composition of interest expense differed between periods. The current period includes $255,865 of amortization of debt discount on the Company’s convertible notes payable, compared to $165,997 in the prior year period, partially offset by a decrease in face interest to $92,949 from $129,742 following the repayment of outstanding indebtedness with a portion of the proceeds of the Private Placement completed in December 2025. Interest income for the six months ended June 30, 2026 was $43,871, compared to $0 for the six months ended June 30, 2025, representing an increase of $43,871, or 100%. The increase is solely attributable to interest received from certificates of deposit.

Current report

Net loss from continuing operations for the six months ended June 30, 2026 was $5,785,748, compared to $3,039,628 for the six months ended June 30, 2025, representing an increase in loss of $2,746,120, or 90%. The increase was primarily attributable to a $2,340,872 increase in professional services expense, driven principally by legal fees incurred in connection with the Private Placement, the issuance of the Series AAA Preferred Stock, the reverse stock split and the Company’s evaluation of strategic alternatives, and a $666,699 increase in salaries and benefits, partially offset by a $275,154 decrease in other general and administrative expenses.

Current report

Loss from discontinued operations for the six months ended June 30, 2026 was $583,032, compared to $3,717,938 for the six months ended June 30, 2025, representing a decrease of $3,134,906, or 84%. Discontinued operations reflect the results of the Company’s former manufacturing and direct-sales business, substantially all of the assets of which were sold in December 2025, together with commission revenue earned under the Distribution Agreement. The decrease reflects the absence of manufacturing operating losses recognized in the prior year period.

Current report

Net loss for the six months ended June 30, 2026 was $6,368,780, compared to $6,757,566 for the six months ended June 30, 2025, representing a decrease of $388,786, or 6%. The decrease reflects the improvement in results of discontinued operations, substantially offset by the increase in loss from continuing operations described above.

Current report

The Company maintains a full valuation allowance against its net deferred tax assets, primarily as a result of its historical net loss position and the uncertainty regarding the realization of those assets. The Company recognized no provision for or benefit from income taxes for the six months ended June 30, 2026 and 2025. The Company’s effective tax rate for each period differs from the federal statutory rate of 21% primarily due to the change in the valuation allowance.

Current report

As of June 30, 2026, cash and cash equivalents were $8,492, compared to $1,474,445 as of December 31, 2025. The decrease of $1,465,953 was primarily attributable to $4,452,345 of cash used in operating activities, partially offset by $2,986,392 of cash provided by financing activities, consisting of $2,999,990 of net proceeds from the issuance of Series AAA Preferred Stock and $452,390 of proceeds from notes payable, less $465,988 of payments on convertible notes. There were no investing activities during the period. The Company’s cash on hand at June 30, 2026 is not sufficient to fund its operations, and it will require additional financing — see the discussion of going concern below.

Current report

On April 13, 2026, the Company entered into a Sales Agreement (the “Sales Agreement”) with Craft Capital Management, LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time, at its option through the Sales Agent, shares of the Company’s common stock, having an aggregate offering price of up to $100 million in an at-the-market program. The issuance and sale, if any, of shares of the Company’s common stock under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333- 294799) for up to $1,000,000,000 of the Company’s securities, which became effective on April 9, 2025, and the related prospectus supplement dated April 13, 2026. As of June 30, 2026, no shares of common stock have been issued under this at-the-market program.

Current report

On November 14, 2024 the Company filed a shelf registration to offer and sell from time to time in one or more offerings, up to $50.0 million in aggregate of common stock, preferred stock, debt securities, warrants, and units, including an at-the-market program for up to $20 million of our common stock. As of June 30, 2026, 888,591 shares of our common stock have been issued under the at-the-market program.

Current report

Net cash used in operating activities from continuing operations was $3,426,585 for the six months ended June 30, 2026, compared to $1,656,419 for the six months ended June 30, 2025. The increase in cash used was primarily attributable to the $2,789,992 increase in loss from continuing operations and the payment of $1,292,500 of accrued severance, partially offset by the collection of $1,343,545 of accounts receivable – related party, a $1,236,653 increase in accrued expenses and the return of $257,663 of security deposits. Net cash used in operating activities from discontinued operations increased to $869,560 from $858,465, reflecting the wind-down of the Company’s former manufacturing operations and capitalized costs incurred in prior periods.

Current report

The Company had no cash flows from investing activities for the six months ended June 30, 2026, compared to net cash used in investing activities of $249,140 for the six months ended June 30, 2025. The decrease was attributable to the absence of capital expenditures in the current period following the sale of substantially all of the Company’s manufacturing assets in December 2025. Cash used in investing activities in the prior year period consisted of amounts paid for construction in progress.
Removed paragraphs (11)

Previous report

Salaries and benefits expense for the three months ended March 31, 2026 was $295 thousand, compared to $807 thousand for the three months ended March 31, 2025, representing a decrease of $511 thousand, or 63%. The decrease was primarily attributable to reduced headcount and lower employee-related costs following the Company’s transition away from manufacturing operations and related workforce reductions.

Previous report

Professional services expense for the three months ended March 31, 2026 was $1.1 million, compared to $192 thousand for the three months ended March 31, 2025, representing an increase of $932 thousand, or 485%. The increase was primarily attributable to higher legal, accounting, consulting, and transaction-related expenses associated with the Company’s strategic transition, financing activities, and ongoing public company compliance requirements.

Previous report

Depreciation and amortization expense for the three months ended March 31, 2026 was $3 thousand, compared to $9 thousand for the three months ended March 31, 2025, representing a decrease of $6 thousand, or 71%. The decrease was primarily attributable to the sale of substantially all manufacturing assets in December 2025.

Previous report

Interest expense for the three months ended March 31, 2026 was $243 thousand, compared to $365 thousand for the three months ended March 31, 2025, representing an increase of $121 thousand, or 33%. The increase was primarily attributable to financing activities completed in connection with the Company’s transition to an asset-light operating model.

Previous report

Net loss from continuing operations for the three months ended March 31, 2026 was $1.9 million, compared to $1.9 million for the three months ended March 31, 2025, representing an improvement of $21 thousand, or 1%. The improvement was primarily attributable to lower operating expenses following the Company’s exit from manufacturing operations.

Previous report

Loss from discontinued operations for the three months ended March 31, 2026 was $559 thousand, compared to $802 thousand for the three months ended March 31, 2025, representing an improvement of $245 thousand, or 30%. Discontinued operations reflect the historical results of the Company’s former manufacturing and direct-sales business, which was sold in December 2025.

Previous report

Net loss for the three months ended March 31, 2026 was $2.5 million, compared to $2.7 million for the three months ended March 31, 2025, representing an improvement of $263 thousand, or 10%.

Previous report

The Company maintains a full valuation allowance related to our net deferred tax assets, primarily due to our historical net loss position. For the periods ended March 31, 2026 and 2025, the Company recognized federal income tax provisions of $0 and $195.6 thousand, respectively.

Previous report

As of March 31, 2026, cash and cash equivalents were $2,318,848, compared to $1,474,445 as of December 31, 2025. The increase in cash was primarily attributable to financing activities and working capital deficit during the period.

Previous report

Net cash used in operating activities, continuing operations was $843,354 for the three months ended March 31, 2026, compared to $396,671 for the three months ended March 31, 2025. The decrease in cash used in operating activities was primarily attributable to changes in working capital, including decreases in inventory and accounts receivable - related party, partially offset by increases in accrued expenses and other liabilities.

Previous report

Net cash provided by investing activities was $0 for the three months ended March 31, 2026, compared to net cash used in investing activities of $107,790 for the three months ended March 31, 2025. The change was primarily due to a reduction in capital expenditures and a decrease in security deposits during the 2026 period.
Reworded paragraphs (8)

Previous wording

On May 31, 2026, upon the issuance of the Series AAA Preferred Stock, holders of 1,122,609 shares of the Series AAA Preferred Stock converted their shares into 280,652,250 shares of common stock (or 18,710,150 shares of common stock after giving effect to the 15-to-1 reverse stock split). On the same date, Mr. David Lazar converted 410,000 shares of Series AA Preferred Stock into 5,740,000 shares of common stock (or 382,666 shares of common stock after giving effect to the 15-to-1 reverse stock split).

Current wording

On May 31, 2026, upon the issuance of the Series AAA Preferred Stock, holders of 1,122,609 shares of the Series AAA Preferred Stock converted their shares into 280,652,250 shares of common stock (or 18,756,593 shares of common stock after giving effect to the 15-to-1 reverse stock split). On the same date, Mr. David Lazar converted 410,000 shares of Series AA Preferred Stock into 5,740,000 shares of common stock (or 382,667 shares of common stock after giving effect to the 15-to-1 reverse stock split). In August 2026, Mr. David Lazar converted the remaining shares of Series AA Preferred Stock into 1,017,333 shares of common stock.

Previous wording

On April 20, 2026, SOWG Tanzania Inc., a Delaware corporation and wholly owned subsidiary of the Company Delaware corporation, and the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Ryzon Materials Limited, an Australian unlisted public company (“Ryzon”), Uranex Tanzania Limited (“Uranex”), Magnis Technologies (Tanzania) Limited (“Magnis Tech”), and Uranex ESIP Pty, pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares (the “Acquisition”) of Uranex and Magnis Tech, each a wholly owned Tanzanian subsidiary of Ryzon (collectively, the “Targets”). The Targets are the sole holders of the Nachu Graphite Project, an advanced-stage graphite development asset located in the Ruangwa District, Lindi Region of Southern Tanzania (the “Nachu Project”). Upon closing, the Company intends to focus on advancing the acquired project toward construction and production, with its current consumer products operations managed as a separate business segment, and management believes the Transaction positions us as a burgeoning battery metals company with a platform for additional critical mineral acquisitions in the future. Our ability to consummate the Acquisition and bring the Nachu Project to operational will depend on a number of factors and risks, including the time and attention of management, completion of due diligence and other closing conditions for the Acquistion, the ability to obtain additional financing, among many others. The consummation of the Acquisition and the development of the Nachu Project will have a significant impact on our financial position and results of operations.

Current wording

In April 2026, Company entered into a share purchase agreement with Ryzon and the Tanzanian Subsidiaries, pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares of the Tanzanian Subsidiaries. The Tanzanian Subsidiaries are the sole holders of the Nachu Graphite Project, an advanced-stage graphite development asset located in the Ruangwa District, Lindi Region of Southern Tanzania, intended to support the Company’s strategic expansion into the critical minerals and battery anode materials sector. The Transaction remains subject to the execution of definitive agreements, completion of due diligence, receipt of regulatory approvals, financing arrangements and other customary closing conditions. Upon closing, the Company intends to focus on advancing the acquired project toward construction and production, with its current consumer products operations managed as a separate business segment, and management believes the Transaction positions us as a burgeoning battery metals company with a platform for additional critical mineral acquisitions in the future. Our ability to consummate the Transaction and bring the Nachu Project to operational will depend on a number of factors and risks, including the time and attention of management, completion of due diligence and other closing conditions for the Acquisition, the ability to obtain additional financing, among many others. The consummation of the Acquisition and the development of the Nachu Project will have a significant impact on our financial position and results of operations.

Previous wording

The Company recognized a federal income tax expense of $0 and $195,603, for the three months ended March 31, 2026 and 2025, respectively. The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 differed from the federal statutory tax rate of 21% primarily due to a valuation allowance for the Company’s deferred tax assets and permanent differences.

Current wording

The Company recognized a federal income tax expense of $0, for the three months ended June 30, 2026 and 2025. The Company’s effective tax rates for the three months ended June 30, 2026 and 2025 differed from the federal statutory tax rate of 21% primarily due to a valuation allowance for the Company’s deferred tax assets and permanent differences.

Previous wording

For the three months ended March 31, 2026, the Company recognized approximately $18 thousand of commission revenue under the Distribution Agreement. For the three months ended March 31, 2025, the Company recognized no revenue. The absence of revenue in the 2025 period within continuing operations is due to the Company’s former manufacturing and direct-sales business being presented within discontinued operations following the Company’s strategic restructuring completed on December 31, 2025. As a result, all revenue associated with the legacy operating model is excluded from continuing operations for comparative purposes.

Current wording

For the three months ended June 30, 2026, the Company recognized approximately $0 of commission revenue under the Distribution Agreement. For the three months ended June 30, 2025, the Company recognized no revenue. The absence of revenue in the 2025 period within continuing operations is due to the Company’s former manufacturing and direct-sales business being presented within discontinued operations following the Company’s strategic restructuring completed on December 31, 2025. As a result, all revenue associated with the legacy operating model is excluded from continuing operations for comparative purposes.

Previous wording

For the three months ended March 31, 2026, the Company recognized approximately $18 thousand of commission revenue under the Distribution Agreement and no associated cost of revenue, resulting in gross profit of approximately $18 thousand. For the three months ended March 31, 2025, the Company recognized no revenue or gross profit. The absence of gross profit in the 2025 period is due to the Company’s former manufacturing and direct-sales operations being presented within discontinued operations following the Company’s strategic restructuring completed on December 31, 2025.

Current wording

The Company recognized no revenue from continuing operations for the six months ended June 30, 2026 and 2025. Commission revenue of approximately $18 thousand earned under the Distribution Agreement during the six months ended June 30, 2026 is presented within discontinued operations. For the three months ended June 30, 2026, the Company did not recognize any commission revenues. The absence of revenue in the 2025 period within continuing operations is due to the Company’s former manufacturing and direct-sales business being presented within discontinued operations following the Company’s strategic restructuring completed on December 31, 2025. As a result, all revenue associated with the legacy operating model is excluded from continuing operations for comparative purposes.

Previous wording

Other general and administrative expenses for the three months ended March 31, 2026 were $263 thousand, compared to $579 thousand for the three months ended March 31, 2025, representing a decrease of $315 thousand, or 55%. The decrease was primarily attributable to lower facilities, administrative, and overhead costs following the Company’s exit from its manufacturing operations and facility reductions.

Current wording

Other general and administrative expenses for the six months ended June 30, 2026 were $532,008, compared to $807,162 for the six months ended June 30, 2025, representing a decrease of $275,154, or 34%. The decrease was primarily attributable to lower administrative and overhead costs following the Company’s exit from its manufacturing operations, including a $176,498 decrease in travel and entertainment expense, a $48,824 decrease in computer software and internet expense, a $27,859 decrease in office supplies, a $21,139 decrease in director compensation and a $15,235 decrease in bank service charges, together with an aggregate decrease of $44,450 in insurance, dues and subscriptions, fuel and ground transportation, payroll service fees and other routine operating costs.

Previous wording

As of March 31, 2026, the Company had a working capital deficit of $1,390,620, compared to a working capital deficit of $2,794,664 as of December 31, 2025. The improvement in working capital was primarily attributable to reductions in accrued severance liabilities of $1,292,500 and convertible notes payable of $559,861, partially offset by decreases in accounts receivable - related party of $1,145,706.

Current wording

As of June 30, 2026, the Company had a working capital deficit of $5,217,119, compared to a working capital deficit of $2,794,664 as of December 31, 2025. The increase of $2,422,455 was primarily attributable to a $3,009,309 decrease in current assets, including the collection or settlement of $1,651,471 of accounts receivable - related party and a $1,465,953 decrease in cash and cash equivalents, partially offset by a $586,854 decrease in current liabilities

Previous wording

Net cash provided by financing activities was $2,534,002 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. Cash provided by financing activities during 2026 was primarily attributable to proceeds from the issuance of preferred stock and net proceeds from convertible notes.

Current wording

Net cash provided by financing activities was $2,830,192 for the six months ended June 30, 2026, compared to no cash flows from financing activities for the six months ended June 30, 2025. Cash provided by financing activities during the 2026 period consisted of $2,843,790 of proceeds from the issuance of the Series AAA Preferred Stock and $452,390 of net proceeds from notes payable, partially offset by $465,988 of net payments on convertible notes.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

In April 2026, Company entered into a share purchase agreement 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”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares (the “Transaction”) of Uranex and Magnis Tech, each a wholly owned Tanzanian subsidiary of Ryzon (collectively, the “Tanzanian Subsidiaries”). The Tanzanian Subsidiaries are the sole holders of the Nachu Graphite Project, an advanced-stage graphite development asset located in the Ruangwa District, Lindi Region of Southern Tanzania, intended to support the Company’s strategic expansion into the critical minerals and battery anode materials sector. The Transaction remains subject to the execution of definitive agreements, completion of due diligence, receipt of regulatory approvals, financing arrangements and other customary closing conditions.

Current report — wording carried from elsewhere

The following table summarizes selected items from the statement of operations for the three-month periods ended June 30, 2026 and 2025:

Current report — wording carried from elsewhere

No cost of goods sold was recognized for the periods ended June 30, 2026 and 2025.