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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

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)

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

666 Third Avenue

New York, New York 10017

(212) 541-6222

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

December 22, 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 ¨

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:

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 4,222,308 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
on 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.

The filing of this Schedule
13D and any 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 disclaims any beneficial ownership of the shares covered by this Schedule 13D, as it may
be amended from time to time.

Except for the purchase
of 68,507 shares, 105,771 shares and 40,007 shares by Wynnefield Partners, Wynnefield Partners I and Wynnefield Offshore, respectively,
pursuant to the Rights Offering, the Wynnefield Reporting Persons have not effected any transactions in the Common Stock within
the last 60 days.

(d) and (e). Not Applicable.

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

Item
6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end of Item 6:

After the conclusion of
the Rights Offering, the Issuer issued an aggregate of 214,285 shares of Common Stock to the Reporting Persons for an aggregate
purchase price of approximately $749,998.

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.