0001209191-22-012398.txt : 20220223 0001209191-22-012398.hdr.sgml : 20220223 20220223190907 ACCESSION NUMBER: 0001209191-22-012398 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220218 FILED AS OF DATE: 20220223 DATE AS OF CHANGE: 20220223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PRICE MICHAEL F CENTRAL INDEX KEY: 0000918537 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34719 FILM NUMBER: 22665698 MAIL ADDRESS: STREET 1: C/O MFP INVESTORS LLC STREET 2: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MFP PARTNERS LP CENTRAL INDEX KEY: 0001074749 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34719 FILM NUMBER: 22665700 BUSINESS ADDRESS: STREET 1: 667 Madison Avenue, 25th Floor CITY: New York STATE: NY ZIP: 10065 BUSINESS PHONE: 212-752-7250 MAIL ADDRESS: STREET 1: 667 Madison Avenue, 25th Floor CITY: New York STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MFP INVESTORS LLC CENTRAL INDEX KEY: 0001105685 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34719 FILM NUMBER: 22665699 BUSINESS ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 752-7280 MAIL ADDRESS: STREET 1: 909 THIRD AVE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: S&W Seed Co CENTRAL INDEX KEY: 0001477246 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 271275784 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2101 KEN PRATT BLVD. STREET 2: SUITE 201 CITY: LONGMONT STATE: CO ZIP: 80501 BUSINESS PHONE: (720) 506-9191 MAIL ADDRESS: STREET 1: 2101 KEN PRATT BLVD. STREET 2: SUITE 201 CITY: LONGMONT STATE: CO ZIP: 80501 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-18 0 0001477246 S&W Seed Co SANW 0001074749 MFP PARTNERS LP C/O MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022 0 0 1 1 See remarks below 0001105685 MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022 0 0 1 1 See remarks below 0000918537 PRICE MICHAEL F C/O MFP INVESTORS LLC 909 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022 0 0 1 1 See remarks below Series B Redeemable Convertible Non-Voting Preferred Stock 2.95 2022-02-18 4 A 0 1695 2950.00 A 2022-02-18 Common Stock 1695000 1695 D Common Stock Purchase Warrant 5.00 2022-02-18 4 A 0 559350 2950.00 A 2022-08-18 2027-08-18 Common Stock 559350 559350 D The Preferred Stock has a stated value of $2,950 (the "Stated Value") 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 Preferred Stock, subject to obtaining approval of the issuance of such shares of Common Stock by the Issuer's stockholders, to the extent required under the Nasdaq Listing Rules. Pursuant to the terms of the Certificate of Designations with respect to the Preferred Stock, holders of the Preferred Stock are entitled to receive cumulative cash dividends at a rate of 5% per annum on the Stated Value, payable semi-annually in arrears, or in lieu of such cash dividends, the Issuer may elect to pay dividends on the Preferred Stock in shares of Common Stock at a rate of 7% per annum on the Stated Value, subject to obtaining approval thereof by Issuer's stockholders, to the extent required by the Nasdaq Listing Rules. The Preferred Stock has no expiration date. MFP Partners acquired the shares of Series B Redeemable Convertible Non-Voting Preferred Stock of the Company (the "Preferred Stock") and the Common Stock Purchase Warrant reported herein (the "Warrant," and together with the Preferred Stock, the "Securities") directly from the Company, at a combined unit price of $2,950 per share, pursuant to a Securities Purchase Agreement dated February 18, 2022. This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with S&W Seed Company (the "Company"). MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors. MFP Partners is the direct beneficial owner of the Securities reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of the Securities reported herein, including the Common Stock issuable upon conversion or exercise of the Securities; however, each such Reporting Person disclaims beneficial ownership of such Securities or any Common Stock issuable upon conversion or exercise of such Securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Securities described herein or any Common Stock issuable upon conversion or exercise of such Securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. Mr. Alexander C. Matina (Vice President, Investments at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Mr. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina. MFP PARTNERS, L.P., By: MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member 2022-02-23 MFP INVESTORS LLC, By: /s/ Michael F. Price, Name: Michael F. Price, Title: Managing Member 2022-02-23 /s/ Michael F. Price 2022-02-23