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