UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously disclosed, on July 11, 2025, S&W Seed Company (the “Company”) received a Notice of Private Disposition of Collateral under Uniform Commercial Code (the “UCC Sale Notice”) from ABL OPCO LLC (“Mountain Ridge”), notifying the Company that, on or after July 24, 2025, Mountain Ridge intended to offer to sell all of the Collateral (which excludes the Excluded Assets (as defined in the UCC Sale Notice)) secured under the Mountain Ridge Credit Agreement (as defined below) in one or more private sales conducted in accordance with Article 9 of the Uniform Commercial Code (the “UCC”) on terms acceptable to Mountain Ridge. 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 Credit and Security Agreement, dated December 19, 2024, by and among the Company, Mountain Ridge, as administrative agent, and the lenders party thereto (as amended to date, the “Mountain Ridge Credit Agreement”).
On August 1, 2025, Mountain Ridge entered into a Purchase and Sale Agreement Pursuant to Article 9 of the Uniform Commercial Code (the “Agreement”) with a third-party purchaser (the “Buyer”). Pursuant to the Agreement, the Buyer has agreed to acquire all of the Collateral that are utilized in connection with the Company’s sorghum business in which Mountain Ridge has a valid security interest and has also agreed to assume certain related liabilities of the Company. The purchase price will consist of a cash payment of approximately $7.0 million to Mountain Ridge plus certain deferred payments based on the Buyer’s collections of certain accounts receivable. The closing of the UCC sale remains subject to customary closing conditions.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “believe,” “may,” “future,” “plan,” “should” or “expects.” Forward-looking statements in this Current Report include, but are not limited to, statements relating to the contemplated sale by Mountain Ridge to the Buyer pursuant to the Agreement. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including risks and uncertainties identified in the Company’s filings with the SEC, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 and in other filings subsequently made by the Company with the SEC. Additional risks and uncertainties include, but are not limited to, whether all conditions precedent in the Agreement will be satisfied, and other risks to consummation of the contemplated UCC sale transaction, including circumstances that could give rise to the termination of the Agreement. All forward-looking statements contained in this Current Report speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. The Company does not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
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: August 5, 2025 | S&W SEED COMPANY | |
| By: | /s/ Vanessa Baughman | |
| Vanessa Baughman | ||
| Interim Chief Executive Officer and Chief Financial Officer | ||