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

CUSIP NO. 785135104

Schedule 13D

Page 5 of 8

Explanatory Note

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) by MFP Partners, L.P., MFP Investors LLC and Michael F. Price on June 1, 2015 (the “Original Schedule 13D”) regarding the common stock, par value $0.001 per share (the “Common Stock”), of S&W Seed Company, a Nevada corporation (the “Company”), as amended by Amendment No. 1 on November 30, 2015 (the “Amendment No. 1”), as amended by Amendment No. 2 on March 1, 2016 (the “Amendment No. 2”), as amended by Amendment No. 3 on July 19, 2017 (the “Amendment No. 3), as amended by Amendment No. 4 on August 18, 2017 (the “Amendment No. 4”), and as amended by Amendment No. 5 on August 18, 2017 (the “Amendment No. 5”).  The Original Schedule 13D, as amended by the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5 and this Amendment No. 6 are together referred to herein as the “Schedule 13D”.

Except as specifically amended by this Amendment No. 6, items in the Schedule 13D, as amended prior to the date hereof, 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 and supplemented by adding the following paragraphs at the end of Item 3:

“On October 3, 2017, the Company entered into an Investment Agreement (the “Investment Agreement”) with MFP.  Pursuant to the Investment Agreement, the Company agreed to commence a rights offering for $12,250,000 of its Common Stock (the “Rights Offering”).  The subscription price for the rights was set at $3.50 per share (the “Subscription Price”).  On the terms and subject to the conditions of the Investment Agreement, MFP agreed to purchase from the Company all shares of Common Stock not subscribed for in the Rights Offering, at a price per share equal to the Subscription Price (the “Backstop Commitment”).  MFP also had the same right as other stockholders of the Company to subscribe for and purchase shares of Common Stock under its basic subscription privilege and over-subscription privilege pursuant to the Investment Agreement, at a price per share equal to the Subscription Price.  The Company also agreed to enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with MFP upon the closing of the Rights Offering and the issuances contemplated by the Investment Agreement, the form of which is attached as an exhibit to the Investment Agreement.  Pursuant to the Registration Rights Agreement, the Company is required to file, within a specified time period, a shelf registration statement registering offers and sales of the shares of Common Stock acquired by MFP pursuant to the Investment Agreement and certain other shares owned by MFP as of the date of the execution of the Investment Agreement.”

“On December 22, 2017, upon the consummation of the Rights Offering and the transactions contemplated by the Investment Agreement, the Company issued an aggregate of 2,306,461 shares of Common Stock to MFP for an aggregate purchase price of $8,072,613.50, including 1,401,384 shares of Common Stock issued to MFP pursuant to the exercise of its basic subscription privilege and over-subscription privilege in the Rights Offering for an aggregate purchase price of $4,904,844.00, and 905,077 shares of Common Stock issued to MFP pursuant to the Backstop Commitment for an aggregate purchase price of $3,167,769.50.”

“The foregoing references to and descriptions of the Investment Agreement, Registration Rights 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 Investment Agreement, which is attached as Exhibit 9 and incorporated herein by reference.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by replacing sections (a) and (b) of Item 5 with the following:

“(a) and (b) MFP directly owns 6,814,299 shares of Common Stock, representing approximately 28.1% of the outstanding shares of Common Stock.  The ownership percentage set forth above is based on 24,291,365 shares of Common Stock outstanding as set forth in the Company’s Prospectus with respect to the Rights Offering dated as of November 22, 2017.

Due to their respective relationships with MFP and each other, each of the Reporting Persons may be deemed to share voting power with respect to the 6,814,299 shares of Common Stock reported herein, and each of the Reporting Persons may be deemed to share dispositive power with respect to 28.1% of the number of shares of the Common Stock outstanding.”