SC 13D/A 1 sc13d-a.htm SCHEDULE 13 D/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a).
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)
S&W SEED COMPANY
(Name of Issuer)
Common Stock, Par Value $0.001
(Title of Class of Securities)
785135104
(CUSIP Number)

TIMOTHY E. LADIN
MFP INVESTORS LLC
909 THIRD AVENUE, 33rd FLOOR
NEW YORK, NEW YORK 10022
(212) 752-7345
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
September 22, 2022
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.     ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)

(Page 1 of 7 Pages)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP NO. 785135104
Schedule 13D
Page 2 of 7

1
 
NAMES OF REPORTING PERSONS
 
 
 
 
MFP Partners, L.P.(1)
 
 
  
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
 
 
 
 
 
 
 
 
(b) ☐
3
 
 
SEC USE ONLY
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
WC
 
 
 
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 
 
 
 
TO ITEM 2(d) or 2(e)
 
  ☐
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
Delaware
 
 
 
 
 
 
NUMBER OF
 
7
 
SOLE VOTING POWER
 
 
SHARES
 
 
 
0
 
 
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
 
OWNED BY
 
 
 
20,275,716(2)(3)
 
 
EACH REPORT-
 
9
 
SOLE DISPOSITIVE POWER
 
 
ING
 
 
 
0
 
 
PERSON WITH
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
20,275,716(2)(3)
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
20,275,716(2)(3)
 
 
 
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
 
 
CERTAIN SHARES
 
 
 
  ☐
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
44.6%(2)(3)
 
 
 
 
 
 
14
 
TYPE OF REPORTING PERSON
 
 
 
 
PN
 
 
 
 
 
 
 
   
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”).  Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
 
   
 
 
(2) MFP directly holds 17,442,726 shares of common stock, par value $0.001 per share (“Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”); 1,695 shares of the Company’s Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), convertible into 1,768,140 shares of Common Stock; a common stock warrant, exercisable for up to 559,350 shares of the Company’s Common Stock (the “Series B Warrant”) and a common stock warrant, exercisable for up to 500,000 shares of the Company’s Common Stock (the “LC Warrant”).  The Series B Preferred Stock has a stated value of $2,950 per share (plus any increase to reflect dividends on such shares elected by the Company not to be paid in cash), and is initially convertible into shares of Common Stock, at any time at the option of the holder, at the rate of 1,000 shares of Common Stock per share of Series Preferred Stock, subject to obtaining approval of the issuance of such shares of Common Stock by the Company’s stockholders, to the extent required under the Nasdaq Listing Rules.  The Series B Warrant first became exercisable on August 18, 2022, at an exercise price of $5.00 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the Series B Warrant) and will expire five years from the date it first becomes exercisable.  The LC Warrant first became exercisable on September 22, 2022, at an exercise price of $1.60 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the LC Warrant) and will expire five years from the date it first becomes exercisable.
 
(3) Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  The ownership percentage set forth above is based on 42,607,585 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-K, the shares of Common Stock issuable upon conversion of MFP’s shares of Series B Preferred Stock and shares of Common Stock issuable upon exercise of the Series B Warrant and the LC Warrant.
 
 



CUSIP NO. 785135104
Schedule 13D
Page 3 of 7

1
 
NAMES OF REPORTING PERSONS
 
 
 
 
MFP Investors LLC(1)
 
 
 
   
 
 
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
 
 
 
 
 
 
 
 
(b) ☐
3
 
 
SEC USE ONLY
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
AF
 
 
 
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 
 
 
 
TO ITEM 2(d) or 2(e)
 
  ☐
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
Delaware
 
 
 
 
 
 
NUMBER OF
 
7
 
SOLE VOTING POWER
 
 
SHARES
 
 
 
0
 
 
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
 
OWNED BY
 
 
 
20,275,716(2)(3)
 
 
EACH
 
9
 
SOLE DISPOSITIVE POWER
 
 
REPORTING
 
 
 
0
 
 
PERSON WITH
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
20,275,716(2)(3)
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
20,275,716(2)(3)
 
 
 
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
 
 
CERTAIN SHARES
 
 
 
  ☐
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
44.6%(2)(3)
 
 
 
 
 
 
14
 
TYPE OF REPORTING PERSON
 
 
 
 
OO
 
 
 
 
 
 
 
   
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”).  Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
 
   
 
 
(2) MFP directly holds 17,448,226 shares of common stock, par value $0.001 per share (“Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”); 1,695 shares of the Company’s Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), convertible into 1,768,140 shares of Common Stock; a common stock warrant, exercisable for up to 559,350 shares of the Company’s Common Stock (the “Series B Warrant”); and a common stock warrant, exercisable for up to 500,000 shares of the Company’s Common Stock (the “LC Warrant”).  The Series B Preferred Stock has a stated value of $2,950 per share (plus any increase to reflect dividends on such shares elected by the Company not to be paid in cash), and is initially convertible into shares of Common Stock, at any time at the option of the holder, at the rate of 1,000 shares of Common Stock per share of Series Preferred Stock, subject to obtaining approval of the issuance of such shares of Common Stock by the Company’s stockholders, to the extent required under the Nasdaq Listing Rules.  The Series B Warrant first became exercisable on August 18, 2022, at an exercise price of $5.00 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the Series B Warrant) and will expire five years from the date it first becomes exercisable.  The LC Warrant first became exercisable on September 22, 2022, at an exercise price of $1.60 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the LC Warrant) and will expire five years from the date it first becomes exercisable.
 
(3) Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  The ownership percentage set forth above is based on 42,607,585 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-K, the shares of Common Stock issuable upon conversion of MFP’s shares of Series B Preferred Stock and shares of Common Stock issuable upon exercise of the Series B Warrant and the LC Warrant.
   




CUSIP NO. 785135104
Schedule 13D
Page 4 of 7

1
 
NAMES OF REPORTING PERSONS
 
 
 
 
Jennifer Cook Price(1)
 
 
 
 
  
 
 
 
 
 
 
 
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☐
 
 
 
 
 
 
 
 
(b) ☐
3
 
 
SEC USE ONLY
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
AF
 
 
 
 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 
 
 
 
TO ITEM 2(d) or 2(e)
 
  ☐
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
United States of America
 
 
 
 
NUMBER OF
 
7
 
SOLE VOTING POWER
 
 
SHARES
 
 
 
0
 
 
BENEFICIALLY
 
8
 
SHARED VOTING POWER
 
 
OWNED BY
 
 
 
20,275,716(2)(3)
 
 
EACH REPORT-
 
9
 
SOLE DISPOSITIVE POWER
 
 
ING
 
 
 
0
 
 
PERSON WITH
 
10
 
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
 
20,275,716(2)(3)
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
20,275,716(2)(3)
 
 
 
 
 
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
 
 
CERTAIN SHARES
 
 
 
  ☐
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
44.6%(2)(3)
 
 
 
 
 
 
14
 
TYPE OF REPORTING PERSON
 
 
 
 
IN
 
 
 
 
 
 
 
   
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP”).  Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
 
   
 
 
(2) MFP directly holds 17,448,226 shares of common stock, par value $0.001 per share (“Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”); 1,695 shares of the Company’s Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), convertible into 1,768,140 shares of Common Stock; a common stock warrant, exercisable for up to 559,350 shares of the Company’s Common Stock (the “Series B Warrant”); and a common stock warrant, exercisable for up to 500,000 shares of the Company’s Common Stock (the “LC Warrant”).  The Series B Preferred Stock has a stated value of $2,950 per share (plus any increase to reflect dividends on such shares elected by the Company not to be paid in cash), and is initially convertible into shares of Common Stock, at any time at the option of the holder, at the rate of 1,000 shares of Common Stock per share of Series Preferred Stock, subject to obtaining approval of the issuance of such shares of Common Stock by the Company’s stockholders, to the extent required under the Nasdaq Listing Rules.  The Series B Warrant first became exercisable on August 18, 2022, at an exercise price of $5.00 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the Series B Warrant) and will expire five years from the date it first becomes exercisable.  The LC Warrant first became exercisable on September 22, 2022, at an exercise price of $1.60 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the LC Warrant) and will expire five years from the date it first becomes exercisable.
 
(3) Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  The ownership percentage set forth above is based on 42,607,585 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-K, the shares of Common Stock issuable upon conversion of MFP’s shares of Series B Preferred Stock and shares of Common Stock issuable upon exercise of the Series B Warrant and the LC Warrant.
     




CUSIP NO. 785135104
Schedule 13D
Page 5 of 7
Explanatory Note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 13 to Schedule 13D (this “Amendment No. 13”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) by MFP Partners, L.P., MFP Investors LLC and Michael F. Price on June 1, 2015 (the “Original Schedule 13D”) regarding the common stock, par value $0.001 per share (the “Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”), as amended by Amendment No. 1 on November 30, 2015 (the “Amendment No. 1”), as amended by Amendment No. 2 on March 1, 2016 (the “Amendment No. 2”), as amended by Amendment No. 3 on July 21, 2017 (the “Amendment No. 3), as amended by Amendment No. 4 on August 18, 2017 (the “Amendment No. 4”), as amended by Amendment No. 5 on August 18, 2017 (the “Amendment No. 5”), as amended by Amendment No. 6 on December 22, 2017 (the “Amendment No. 6”), as amended by Amendment No. 7 on June 18, 2018 (the “Amendment No. 7”), as amended by Amendment No. 8 on September 7, 2018 (the “Amendment No. 8”), as amended by Amendment No. 9 on November 21, 2018 (the “Amendment No. 9”), as amended by Amendment No. 10 on October 18, 2021 (the “Amendment No. 10”), as amended by Amendment No. 11 on February 28, 2022 (the “Amendment No. 11”), and as amended by Amendment No. 12 on June 24, 2022 (the “Amendment No. 12”).  The Original Schedule 13D, as amended by the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5, the Amendment No. 6, the Amendment No. 7, the Amendment No. 8, the Amendment No. 9, the Amendment No. 10, the Amendment No. 11, the Amendment No. 12 and this Amendment No. 13 are together referred to herein as the “Schedule 13D”.
Except as specifically amended by Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5, the Amendment No. 6, the Amendment No. 7, the Amendment No. 8, the Amendment No. 9, the Amendment No. 10, the Amendment No. 11, the Amendment No. 12, and this Amendment No. 13, items in the Schedule 13D are unchanged.  Capitalized terms used herein that are not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 3. Sources and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 3:

On September 22, 2022, MFP provided a letter of credit, issued by JPMorgan Chase Bank, N.A. for the account of MFP, with a face amount of $9,000,000 (the “Specified LC”), for the benefit of CIBC Bank USA (“CIBC”), as additional collateral to support the Company’s obligations under the Company’s Loan and Security Agreement with CIBC, dated December 26, 2019 (as amended, the “CIBC Loan Agreement”), by and among the Company, Seed Holding, LLC, Stevia California, LLC and CIBC.  The Specified LC matures on January 23, 2023, one month after the maturity date of the CIBC Loan Agreement.
Concurrently, on September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement (the “MFP Loan Agreement”) with MFP, pursuant to which any draw CIBC may make on the Specified LC (a “Bank Draw”) will be deemed to be a term loan advance made by MFP to the Company.  The MFP Loan Agreement will mature on November 30, 2025.  Pursuant to the MFP Loan Agreement, the Company will pay to MFP a cash fee through the maturity date of the Specified LC equal to 3.50% per annum on all amounts remaining undrawn under the Specified LC.  In the event any term advances are deemed made under the MFP Loan Agreement, such advances will bear interest at a rate per annum equal to term SOFR (with a floor of 1.25%) plus 9.25%, half of which will be payable in cash on the last day of each fiscal quarter and half of which will accrue as payment in kind interest payable on the maturity date, unless, with respect to any quarterly payment date, the Company elects to pay such interest in cash.
The MFP Loan Agreement includes customary affirmative and negative covenants and events of default.  The MFP Loan Agreement is secured by substantially all of the assets of the Company and is subordinated to the CIBC Loan Agreement.  Upon the occurrence and during the continuance of an event of default, MFP may declare all outstanding obligations under the MFP Loan Agreement immediately due and payable and take such other actions as set forth in the MFP Loan Agreement.
Pursuant to the terms and conditions of the MFP Loan agreement, on September 22, 2022, the Company issued to MFP a warrant (the “Initial Warrant”) to purchase up to 500,000 shares of the Company’s Common Stock (the “Initial Warrant Shares”), which number of shares may be reduced by up to one half in connection with any Bank Draws, pursuant to the following formula: (x) $9,000,000 minus the aggregate amount of any Bank Draws as of any exercise date, divided by (y) $9,000,000, multiplied by (z) 250,000. In addition, upon each Bank Draw, the Company will issue to MFP additional warrants (the “Additional Warrants” and together with the Initial Warrant, the “Warrants”), to purchase such number of shares of the Company’s Common Stock as is equal to the quotient of (A) the product of (x) the amount of each Bank Draw multiplied by (y) 40%, divided by (B) $1.60 (together with the Initial Warrant Shares, the “Warrant Shares”). The Warrant Shares are issuable pursuant to the Warrants at an exercise price of $1.60 per Warrant Share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the Initial Warrant) and each Warrant will expire five years from the date of issuance.”




CUSIP NO. 785135104
Schedule 13D
Page 6 of 7
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing Item 5(a) and (c) in its entirety with the following::
“(a)    MFP directly owns 17,448,226 shares of Common Stock; 1,695 shares of Series B Preferred Stock, which is convertible at any time at the option of the holder into 1,768,140 shares of Common Stock (subject to obtaining approval of the issuance of such shares of Common Stock by the Company’s stockholders, to the extent required under the Nasdaq Listing Rules); the 2022 Warrant, exercisable for up to 559,350 shares of the Company’s Common Stock; and the Initial Warrant, exercisable for up to 500,000 shares of the Company’s Common Stock, representing approximately 44.6% of the outstanding shares of Common Stock (including the shares of Common Stock issuable upon conversion of MFP’s shares of Series B Preferred Stock, exercise of the 2022 Warrant and exercise of the Initial Warrant).  The number of shares issuable upon conversion of the Series B Preferred Stock set forth above reflects the Company’ election to pay the first three quarterly installments of interest on the Series B Preferred Stock, due March 31, 2022, June 30, 2022 and September 30, 2022, by adding a total of $215,764.59 to the Stated Value (calculated at a rate per share of 7% per annum on the then Stated Value as of each quarterly interest payment date).  The ownership percentage set forth above is based on 42,607,585 shares of Common Stock outstanding as set forth in the issuer’s most recent Form 10-K, the shares of Common Stock issuable upon conversion of MFP’s shares of Series B Preferred Stock and shares of Common Stock issuable upon exercise of the 2022 Warrant and Initial Warrant.”
“(c)    The information set forth in Item 3 of this Amendment No. 13 shall be incorporated herein by reference.  Except as set forth in this Schedule 13D, there have been no other transactions by the Reporting Persons in the Issuer’s Common Stock during the past sixty days.”
Item 7. Material To Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:
“Exhibit 18
 
Form of Common Stock Purchase Warrant issued to MFP Partners, L.P. on September 22, 2022”




CUSIP NO. 785135104
Schedule 13D
Page 7 of 7

SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:   October 7, 2022
 
MFP Partners, L.P.,
 
      by its General Partner,
 
      MFP Investors LLC
       
 
By:
/s/ Timothy E. Ladin
 
 
Name:
Timothy E. Ladin
 
 
Title:
General Counsel, Vice President
 
       
 
MFP Investors LLC
       
 
By:
/s/ Timothy E. Ladin
 
 
Name:
Timothy E. Ladin
 
 
Title:
General Counsel, Vice President
 
       
 
Jennifer Cook Price
   
/s/ Jennifer Cook Price
 
 
Name:
Jennifer Cook Price
 





CUSIP NO. 785135104
Schedule 13D
 

INDEX OF EXHIBITS
 
 
Exhibit 1
 
Joint Filing Agreement, dated as of June 1, 2015, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*
     
Exhibit 2
 
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of December 30, 2014 (filed as Exhibit 4.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 3
 
Securities Purchase Agreement by and between S&W Seed Company and each of the investors named therein, dated as of December 30, 2014 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 4
 
Form of 8% Senior Secured Convertible Debenture (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 5
 
Form of Common Stock Purchase Warrant (filed as Exhibit 10.3 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
     
Exhibit 6
 
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of November 23, 2015 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on November 24, 2015 and incorporated herein by reference)*
     
Exhibit 7
 
Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein, dated as of July 19, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on July 19, 2017, and incorporated herein by reference)*
     
Exhibit 8
 
Stock Purchase Agreement by and between MFP Partners, L.P. and the Sellers named therein, dated as of August 15, 2017 (filed as Exhibit 8 of Amendment No. 4 to Schedule 13D filed by MFP Investors LLC on August 18, 2017 and incorporated herein by reference)*
     
Exhibit 9
 
Investment Agreement by and between S&W Seed Company and MFP Partners, L.P. (including the form of Registration Rights Agreement), dated as of October 3, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on October 4, 2017 and incorporated herein by reference)*
     
Exhibit 10
 
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P. (including the form of Registration Rights Agreement), dated as of September 5, 2018 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on September 6, 2018, and incorporated herein by reference)*
     
Exhibit 11
 
Voting Agreement by and between S&W Seed Company, MFP Partners, L.P. and the other shareholders named therein, dated as of September 5, 2018 (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on September 6, 2018, and incorporated herein by reference)*
     
Exhibit 12
 
Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein (including the form of Registration Rights Agreement), dated as of October 15, 2021 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on October 18, 2021, and incorporated herein by reference)*
     
Exhibit 13
 
Securities Purchase Agreement, dated February 18, 2022, by and between S&W Seed Company and MFP Partners, L.P. (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
     
Exhibit 14
 
Series B Redeemable Convertible Non-Voting Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on February 18, 2022 (filed as Exhibit 3.1 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
     
Exhibit 15
 
Form of Warrant issued to MFP on February 18, 2022 (filed as Exhibit 4.1 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
     
Exhibit 16
 
Registration Rights Agreement, dated February 18, 2022, by and between S&W Seed Company and MFP Partners, L.P. (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
 
Exhibit 17
 
Joint Filing Agreement, dated as of June 24, 2022, by and among MFP Partners, L.P., MFP Investors LLC and Jennifer Cook Price*
     
Exhibit 18
 
Form of Common Stock Purchase Warrant issued to MFP Partners, L.P. on September 22, 2022
     
* Filed previously