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

 

CUSIP No. 785135104

13D/A

Page 10 of 14

 

Item 1. Security and Issuer.

This Amendment No. 1 amends
the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on July 24,
2017 (the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect 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. Capitalized
terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

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

Item
3 of the Schedule 13D is hereby amended and restated as follows:

The securities reported
in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately
$17,420,079 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield
Reporting Persons who directly beneficially own such securities.

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule
13D is hereby amended and restated as follows:

(a), (b) and (c) As of
December 29, 2017, the Wynnefield Reporting Persons beneficially owned in the aggregate 4,222,308 shares of Common Stock, constituting
approximately 17.4% 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 24,291,365 shares of Common Stock outstanding, as set forth in the Issuer’s
prospectus, dated as of November 22, 2017, regarding the rights offering by the Issuer that commenced on November 29, 2017 and
closed on December 22, 2017 (the “Rights Offering”).

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

Name		Number of Common Stock				Percentage of Outstanding Common Stock
Wynnefield Partners I			2,159,285				8.9	%
Wynnefield Partners			1,353,574				5.6	%
Wynnefield Offshore			580,214				2.4	%
Plan			129,235				0.5	%