13D Filing: Wynnefield Capital and S&W Seed Co (SANW)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

S&W SEED COMPANY

(Name of Issuer)

Common Stock,
$0.001 par value

(Title of Class of Securities)

785135104

(CUSIP Number)

 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 19, 2017

(Date of Event which requires Filing of
this Statement)

If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x

The shares of the Issuer’s common
stock to which this Schedule 13D relates were previously reported by the Wynnefield Reporting Persons (as defined below) on a Schedule
13G filed with the Securities and Exchange Commission on February 16, 2016, which Schedule 13G was amended on March 4, 2016, February
14, 2017 and June 12, 2017.

Item 1. Security and Issuer.

This Statement of Beneficial
Ownership on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.001 par value per share (the
“Common Stock”) of S&W Seed Company, a Nevada corporation (the “Issuer”). The Issuer maintains its
principal executive office at 802 N. Douty Street, Hanford, CA 93230.

Item 2. Identity and Background.

This Schedule 13D is filed by the Wynnefield
Reporting Persons.

(a), (b), (c) and
(f). The “Wynnefield Reporting Persons” are Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”),
Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Small Cap Value Offshore Fund, Ltd.
(“Wynnefield Offshore”), Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (“Plan”), Wynnefield
Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Nelson Obus and Joshua H. Landes. The
Wynnefield Reporting Persons that are entities, are each separate and distinct entities with different beneficial owners (whether
designated as limited partners or stockholders).

WCM, a New York limited
liability company, is the general partner of Wynnefield Partners I and Wynnefield Partners, each a private investment company organized
as limited partnerships under the laws of the State of Delaware. Nelson Obus and Joshua H. Landes are the managing members of WCM
and the principal executive officers of WCI, the investment manager of Wynnefield Offshore, a private investment company organized
under the laws of the Cayman Islands. The Plan is an employee profit sharing plan organized under the laws of the State of Delaware.
Messrs. Obus and Landes are the co-trustees of the Plan. Messrs. Obus and Landes are citizens of the United States of America.

The business address
of the Wynnefield Reporting Persons is 450 Seventh Avenue, Suite 509, New York, New York 10123.

(d) and (e). During
the last five years, none of the Wynnefield Reporting Persons had been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or
Other Consideration.

The securities reported
in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately
$16,670,081 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield
Reporting Persons that directly beneficially own such securities.

Item 4. Purpose of the Transaction

Other than as set forth
in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would
result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Wynnefield Reporting Persons
intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in
discussions with other stockholders and/or with management and the Board of the Issuer concerning the business, operations or future
plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, the price
levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Wynnefield
Reporting Persons may, in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short
selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the
Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred
to in paragraphs (a) through (j) of Item 4.

Item 5. Interest in Securities of the Issuer.

(a), (b) and (c) As
of July 24, 2017, the Wynnefield Reporting Persons beneficially owned in the aggregate 4,008,023 shares of Common Stock, constituting
approximately 19.4% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially
owned by the Wynnefield Reporting Persons is based upon 20,664,681 shares outstanding, which number is based on (i) 17,979,681
shares outstanding as of May 10, 2017, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2017, filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2017, and (ii) 2,685,000
shares issued by the Issuer on July 19, 2017 in a private placement.

The following table
sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons
listed below:

WCM is the sole general
partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as
that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners
I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct
the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus
and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to
beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition
of the shares of Common Stock that WCM may be deemed to beneficially own.

WCI is the sole investment
manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under
Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment
manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore
beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to
beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of
the shares of Common Stock that WCI may be deemed to beneficially own.

The Plan is an employee
profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Profit Sharing Plan and accordingly, Messrs. Obus and Landes
may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares
of Common Stock that the Profit Sharing Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees
of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned
by the Plan.

Beneficial ownership
of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield
Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1)
promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section
13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive
power over) in the aggregate 4,008,023 shares of Common Stock, constituting approximately 19.4% of the outstanding shares of Common
Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based
upon 20,664,681 shares outstanding, which number is based on (i) 17,979,681 shares outstanding as of May 10, 2017, as set forth
in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 11,
2017, and (ii) 2,685,000 shares issued by the Issuer on July 19, 2017 in a private placement.

The filing of this
Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein
with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose
of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest.
Each of WCM, WCI and Messrs. Obus and Landes disclaim any beneficial ownership of the shares covered by this Schedule 13D.

The trading dates,
number of Shares purchased or sold, and price per share for all transactions in the Shares by the Reporting Persons in the past
60 days are set forth in Schedule A. Except for the 261,525 shares, 413,475 shares and 75,000 shares purchased by Wynnfield
Partners, Wynnefield Partners I and Wynnefield Offshore, respectively, on July 19, 2017 from the Issuer pursuant to the Purchase
Agreement, all transactions set forth on Schedule A were effected in open market transactions with brokers except where
otherwise indicated.

(d) and (e). Not Applicable.

Item 6.  Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.

Each of the Reporting
Persons are a party to a Joint Filing Agreement, dated as of July 24, 2017 (the “13D Joint Filing Agreement”), pursuant
to which the parties agreed to jointly file this Schedule 13D and any and all amendments and supplements thereto with the Commission.
The 13D Joint Filing Agreement is filed herewith as Exhibit 1 and is incorporated herein by reference in its entirety in
this response to Item 6.

On July 19, 2017,
the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named
therein (the “Purchasers”), pursuant to which the Issuer agreed to sell and issue an aggregate of 2,685,000
shares of its Common Stock (the “Shares”) at a purchase price of $4.00 per share, for aggregate gross proceeds of
$10.74 million. Wynnefield Partners, Wynnefield Partners I and Wynnefield Offshore purchased 261,525 shares, 413,475 shares
and 75,000 shares, respectively, for an aggregate purchase price of $3,000,000 pursuant to the Purchase Agreement. A copy of
the Purchase Agreement is attached to this Schedule 13D as Exhibit 2 and is incorporated herein by reference as if fully
set forth herein. The foregoing summary description of the Agreement is not intended to be complete and is qualified in its
entirety by the complete text of the Purchase Agreement.

In addition, pursuant to the Purchase
Agreement, the Issuer and the Purchasers simultaneously entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with respect to the Shares. Pursuant to the Registration Rights Agreement, the Issuer agreed to, among other
things, (i) file a registration statement with the Commission within 30 days of the Closing Date to cover the resale of the Shares
by the Purchasers, (ii) cause such registration statement to become effective as soon as practicable following the filing thereof
and (iii) take all other actions as may be necessary to keep such registration statement continuously effective during the timeframes
set forth in the Registration Rights Agreement. As set forth in the Registration Rights Agreement, if the Issuer fails to comply
with certain obligations with respect to filing and securing effectiveness of such registration statement, the Issuer would be
obligated to pay liquidated damages to the Purchasers in the amount of 1% per month up to a maximum of 4% so long as the event
giving rise to the damages remains uncured, all as set forth in the Registration Rights Agreement. A copy of the Registration Rights
Agreement is attached to this Schedule 13D as Exhibit 3 and is incorporated herein by reference as if fully set forth herein.
The foregoing summary description of the Registration Rights Agreement is not intended to be complete and is qualified in its entirety
by the complete text of the Registration Rights Agreement.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement, dated
as of July 24, 2017

Exhibit 2 Securities Purchase Agreement,
dated July 19, 2017, by and among the Issuer and the Purchasers.

Exhibit 3 Registration Rights Agreement,
dated July 19, 2017, by and among the Issuer and the Purchasers.

SIGNATURE

After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and
correct.

Dated: July 24, 2017

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By: /s/ Nelson Obus

Nelson Obus, President

WYNNEFIELD CAPITAL INC. PROFIT SHARING &

MONEY
PURCHASE PLAN

By: /s/ Nelson Obus

Nelson Obus, Co-Trustee

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By: /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

/s/ Joshua Landes

Joshua Landes, Individually

Schedule
A