13D Filing: MFP Investors LLC and S&W Seed Co (SANW)

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 5 to Schedule 13D (this “Amendment No. 5“) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 1, 2015 (the “Original Schedule 13D“), as amended by Amendment No. 1 on November 30, 2015 (the “Amendment No. 1“), as amended by Amendment No. 2 on February 29, 2016 (the “Amendment No. 2“), as amended by Amendment No. 3 on July 19, 2017 (the “Amendment No. 3“), and as amended by Amendment No. 4 on August 18, 2017 (the “Amendment No. 4“).  The Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4 and this Amendment No. 5 are together referred to herein as the “Schedule 13D”.

This Amendment No. 5 relates to the common stock, par value $0.001 per share (the “Common Stock“), of S&W Seed Company, a Nevada corporation, owned by the Reporting Persons and is being made solely to correct a typographical error in Amendment No. 4.  Except as specifically amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, 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 by replacing the last paragraph at the end of Item 3 with the following:

“On August 15, 2017, MFP purchased 375,000 shares of Common Stock pursuant to a Stock Purchase Agreement entered into on August 15, 2017 between MFP and the Sellers named therein (the “RMB Purchase Agreement“), at a price of $3.20 per share.  The foregoing references to and descriptions of the RMB Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the RMB Purchase Agreement which is attached as Exhibit 8 and is incorporated herein by reference.”