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

CUSIP NO. 785135104

Schedule 13D

1

NAMES OF REPORTING PERSONS

MFP Partners, L.P.⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

0

BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

4,132,838⁽²⁾

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER

4,132,838⁽²⁾

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,132,838⁽²⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.99%

14

TYPE OF REPORTING PERSON

PN

(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP“).  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.

(2) 4,132,838 shares of common stock, par value $0.001 per share (“Common Stock“), of S&W Seed Company, a Nevada corporation, are held directly by MFP.  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.  Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  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.

CUSIP NO. 785135104

Schedule 13D

Page 3 of 7

1

NAMES OF REPORTING PERSONS

MFP Investors LLC⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

0

BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

4,132,838⁽²⁾

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER

4,132,838⁽²⁾

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,132,838⁽²⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.99%

14

TYPE OF REPORTING PERSON

OO

(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP“).  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.

(2) 4,132,838 shares of common stock, par value $0.001 per share (“Common Stock“), of S&W Seed Company, a Nevada corporation, are held directly by MFP.  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.  Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  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.

CUSIP NO. 785135104

Schedule 13D

Page 4 of 7

1

NAMES OF REPORTING PERSONS

Michael F. Price⁽¹⁾

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7

SOLE VOTING POWER

SHARES

0

BENEFICIALLY

8

SHARED VOTING POWER

OWNED BY

4,132,838⁽²⁾

EACH

9

SOLE DISPOSITIVE POWER

REPORTING

0

PERSON WITH

10

SHARED DISPOSITIVE POWER

4,132,838⁽²⁾

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,132,838⁽²⁾

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.99%

14

TYPE OF REPORTING PERSON

IN

(1) MFP Investors LLC is the general partner of MFP Partners, L.P. (“MFP“).  Michael F. Price is the managing partner of MFP and the managing member and controlling person of MFP Investors LLC.

(2) 4,132,838 shares of common stock, par value $0.001 per share (“Common Stock“), of S&W Seed Company, a Nevada corporation, are held directly by MFP.  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.  Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein.  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.

CUSIP NO. 785135104

Schedule 13D

Page 5 of 7

Exhibit 7

Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein, dated as of July 19, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on July 19, 2017 and incorporated herein by reference)

CUSIP NO. 785135104

Schedule 13D

Page 6 of 7

MFP Partners, L.P.,

by its General Partner,

MFP Investors LLC

By:

/s/ Michael F. Price

Name:

Michael F. Price

Title:

Managing Partner

MFP Investors LLC

By:

/s/ Michael F. Price

Name:

Michael F. Price

Title:

Managing Member

/s/ Michael F. Price

Michael F. Price

CUSIP NO. 785135104

Schedule 13D

Page 7 of 7

INDEX OF EXHIBITS

Exhibit 1

Joint Filing Agreement, dated as of June 1, 2015, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*

Exhibit 2

Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of December 30, 2014 (filed as Exhibit 4.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*

Exhibit 3

Securities Purchase Agreement by and between S&W Seed Company and each of the investors named therein, dated as of December 30, 2014 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*

Exhibit 4

Form of 8% Senior Secured Convertible Debenture (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*

Exhibit 5

Form of Common Stock Purchase Warrant (filed as Exhibit 10.3 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*

Exhibit 6

Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of November 23, 2015 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on November 24, 2015 and incorporated herein by reference)*

Exhibit 7

Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein, dated as of July 19, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on July 19, 2017 and incorporated herein by reference)