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. 3 to Schedule 13D (this “Amendment No. 2“) 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“), and as amended by Amendment No. 2 on February 29, 2016 (the “Amendment No. 2“).  The Original Schedule 13D, the Amendment No. 1, the Amendment No. 2 and this Amendment No. 3 are together referred to herein as the “Schedule 13D”.

This Amendment No. 3 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.  Except as specifically amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, 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 and supplemented by adding the following paragraphs at the end of Item 3:

“On July 19, 2017, MFP purchased 935,000 shares of Common Stock from the Company, pursuant to a Securities Purchase Agreement entered into on July 19, 2017 between the Company and the Purchasers named therein (the “2017 Investment Agreement“), at a price of $4.00 per share.”

“The foregoing references to and descriptions of the 2017 Investment 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 7 and is 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)    MFP directly owns 4,132,838 shares of Common Stock, representing approximately 19.99% of the outstanding shares of Common Stock.  MFP also directly holds a Common Stock Purchase Warrant (the “Warrant“), exercisable for up to 200,000 shares of Common Stock at an exercise price of $4.46 per share.  The Warrant is exercisable for shares of Common Stock only to the extent that upon such exercise, the Reporting Persons (as defined herein) will not own shares of Common Stock in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant.  The ownership percentage set forth above is based on 17,979,681 shares of Common Stock outstanding as set forth in the Company’s most recent Form 10Q and the issuance by the Company of 2,685,000 shares of its Common Stock issued in a private placement on July 19, 2017.

(b)    Due to their respective relationships with MFP and each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the 4,132,838 shares of Common Stock reported herein, representing approximately 19.99% of the outstanding shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant.”

Item 7. Material To Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following: