UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2017
S&W SEED COMPANY
(Exact name of registrant as specified in Its charter)
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106 K Street, Suite 300 |
95814 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (559) 884-2535
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On December 22, 2017, S&W Seed Company (the "Company") completed the closing of its previously announced rights offering. At the closing, the Company sold and issued an aggregate of 2,594,923 shares of its Common Stock at the subscription price of $3.50 per share (the "Subscription Price") pursuant to the exercise of subscriptions and oversubscriptions in the rights offering from its existing stockholders. Pursuant to the previously disclosed Investment Agreement, dated October 3, 2017, between the Company and MFP Partners, L.P., a stockholder of the Company ("MFP"), MFP agreed to purchase, at the Subscription Price, all of the shares not purchased in the Rights Offering (the "Backstop Commitment"). Accordingly, on December 22, 2017, the Company and MFP completed the closing of the Backstop Commitment, in which the Company sold and issued 905,077 shares of its Common Stock to MFP. Combined, S&W sold and issued an aggregate of 3,500,000 shares of its common stock for aggregate gross proceeds of $12.25 million.
In addition, the Company issued a press release announcing the closing of the rights offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Exhibit Description |
99.1 |
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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.
S&W SEED COMPANY |
By: /s/ Matthew K. Szot |
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Matthew K. Szot | |
Executive Vice President of Finance and Administration and Chief Financial Officer |
Date: December 22, 2017
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EXHIBIT 99.1
S&W Announces Closing of Rights Offering
S&W Raises $12.25 Million from Existing Shareholders
For Immediate Release
Company Contact: |
Investor Contact: www.lythampartners.com |
SACRAMENTO, California - December 22, 2017 - S&W Seed Company (Nasdaq: SANW) announced today the closing of its previously announced rights offering. At the closing, S&W Seed sold and issued an aggregate of 2,594,923 shares of its common stock at the subscription price of $3.50 per share, pursuant to the exercise of subscriptions and oversubscriptions in the rights offering from its existing stockholders. Pursuant to the backstop commitment with MFP Partners, L.P., S&W Seed sold and issued an additional 905,077 shares of its common stock to MFP at the subscription price of $3.50 per share. Combined, S&W Seed sold and issued an aggregate of 3,500,000 shares of its common stock for aggregate gross proceeds of $12.25 million.
The rights offering was made pursuant to a Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission and became effective on November 22, 2017. S&W Seed engaged Transfer Online, Inc. to act as information agent with respect to the rights offering. For questions regarding the rights offering, or to obtain copies of the rights offering prospectus and any related materials, please contact Transfer Online, Inc. at 512 SE Salmon Street, Portland, OR 97214 or by telephone at (503) 227-2950.
About S&W Seed Company
Founded in 1980, S&W Seed Company is a global agricultural company, headquartered in Sacramento, California. S&W's vision is to be the world's preferred proprietary seed
company which supplies a range of forage and specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets. S&W is a global leader
in alfalfa seed, with significant research and development, production and distribution capabilities. S&W's capabilities span the world's alfalfa seed production regions, with operations in
the Western United States, including the San Joaquin and Imperial Valleys of California, Australia, and Canada. S&W sells its seed products in more than 30 countries around the globe.
S&W also provides hybrid sorghum and sunflower, and is utilizing its research and breeding expertise to develop and produce stevia, the all-natural, zero calorie sweetener for the food
and beverage industry. For more information, please visit www.swseedco.com.
Safe Harbor Statement
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended 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 "may," "future,"
"plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or
"projected." Forward-looking statements in this release include, but are not limited to, statements regarding the advancement of our strategic plans. 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 the risks that actual results may differ materially from those projected. These and other risks are identified in our filings with the Securities and Exchange Commission,
including without limitation our Annual Report on Form 10-K for the fiscal year ended June 30, 2017, and in our other filings subsequently made with the Securities and Exchange Commission.
All forward-looking statements contained in this press release speak only as of the date on which they were made. We do 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.
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