UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
As previously disclosed, on June 17, 2025, S&W Seed Company (the “Company”) received a Notice of Event of Default and Reservation of Rights (the “Default Notice”) from ABL OPCO LLC (“Mountain Ridge”) under the Credit and Security Agreement, dated December 19, 2024, by and among the Company, ABL OPCO LLC (“Mountain Ridge”), as administrative agent, and the lenders party thereto (as amended to date, the “Mountain Ridge Credit Agreement”). Capitalized terms used but not otherwise defined in this Current Report on Form 8-K (this “Current Report”) shall have the meanings ascribed to them in the Mountain Ridge Credit Agreement.
The Default Notice indicated that an event of default had occurred and is continuing under the Mountain Ridge Credit Agreement (the “Existing Default”) due to a violation of Section 2.5(h)(1) of the Mountain Ridge Credit Agreement resulting from the Company’s failure to immediately prepay the Obligations in an aggregate amount equal to the amount by which the Revolving Exposure exceeded the Borrowing Base (as reflected in the Borrowing Base Certificate most recently delivered by the Borrowers). The Obligations are secured by a first priority security interest in the Collateral, which represents substantially all of the Company’s assets (subject to certain exceptions).
On July 11, 2025, the Company received a Notice of Private Disposition of Collateral under Uniform Commercial Code (the “UCC Sale Notice”) from Mountain Ridge, notifying the Company that, on or after July 24, 2025, Mountain Ridge intends to offer to sell all of the Collateral (which excludes the Excluded Assets (as defined in the UCC Sale Notice)) in one or more private sales conducted in accordance with Article 9 of the Uniform Commercial Code on terms acceptable to Mountain Ridge. The UCC Sale Notice states that the aggregate principal amount of the Revolving Loans owed by the Company and the other obligors under the Mountain Ridge Credit Agreement and the related loan documents is approximately $19.0 million (exclusive of accrued and accruing interest, fees, costs, expenses, late charges, and other Obligations payable by such obligors). The Company does not have sufficient funds to repay the Obligations.
A copy of the UCC Sale Notice is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The description of the UCC Sale Notice herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Notice of Private Disposition of Collateral under Uniform Commercial Code, dated July 11, 2025 | |
| 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.
| Date: July 17, 2025 | S&W SEED COMPANY | |
| By: | /s/ Vanessa Baughman | |
| Vanessa Baughman | ||
| Interim Chief Executive Officer and Chief Financial Officer | ||