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<TITLE>October 4, 2017 S-1 DOC</TITLE>
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<B><FONT SIZE=2><P ALIGN="CENTER"><A NAME="_cp_text_1_106"><A NAME="_cp_text_2_112">As filed with the Securities and Exchange Commission on October 4, 2017</P></B>

<B><P ALIGN="RIGHT">Registration No. 333- &nbsp; &nbsp; &nbsp; &nbsp;</P></B>

<P> &nbsp; </P>
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<B><P ALIGN="CENTER">UNITED STATES<BR>
                    SECURITIES AND EXCHANGE COMMISSION<BR>
                    Washington, D.C. 20549</P>
<FONT SIZE=3>

</FONT><FONT SIZE=4><P ALIGN="CENTER">FORM S-1<BR>
                    REGISTRATION STATEMENT<BR>
</FONT><I><FONT SIZE=2>                    UNDER<BR>
                    THE SECURITIES ACT OF 1933</P>
</FONT><FONT SIZE=3>
</I></FONT><FONT SIZE=5><P ALIGN="CENTER">S&amp;W SEED COMPANY<BR>
</B></FONT><FONT SIZE=1>                    (Exact name of registrant as specified in its charter)</P>
</FONT>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=99%>
<TR><TD VALIGN="MIDDLE" COLSPAN=5>&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="1%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="33%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Nevada</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">0100</B></FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">27-1275784</B></FONT></TD>
</TR>
<TR><TD WIDTH="32%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">(State or other jurisdiction of<BR>
                    incorporation or organization)</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">(Primary Standard Industrial<BR>
                    Classification Code Number)</FONT></TD>
<TD WIDTH="1%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="33%" VALIGN="BOTTOM">
<FONT SIZE=1><P ALIGN="CENTER">(I.R.S. Employer<BR>
                    Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=1>
<P ALIGN="CENTER">802 N. Douty Street <BR>
                    Hanford, California 93230<BR>
                    (559) 884-2535 <BR>
</B></FONT><FONT SIZE=1>                    (Address, including zip code and telephone number, including area code, of registrant's principal place of business)</P></FONT>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=1440>
<TR><TD VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD VALIGN="MIDDLE">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=1>
</FONT><FONT SIZE=2><P ALIGN="CENTER">Mark W. Wong <BR>
802 N. Douty Street <BR>
Hanford, California 93230<BR>
(559) 884-2535<BR>
</B></FONT><FONT SIZE=1>                    (Name, address, including zip code and telephone number, including area code, of agent for service)</P>

</FONT><B><I><FONT SIZE=1><P ALIGN="CENTER">Copy to:</P></B></I></FONT>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=154>
<TR><TD VALIGN="MIDDLE" COLSPAN=3>&nbsp;</TD>
</TR>
<TR><TD WIDTH="93%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="93%" VALIGN="BOTTOM">
<B><FONT SIZE=1><P ALIGN="CENTER">Steven M. Przesmicki, Esq.<BR>
                    Cooley LLP<BR>
                    4401 Eastgate Mall<BR>
                    San Diego, CA 92121<BR>
                    (858) 550-6000</B></FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=1>
<P>Approximate date of commencement of proposed sale to the public</B>: As soon as practicable after the effective date of this registration statement.</P>

<P>If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the
following box:&nbsp;</FONT><FONT FACE="Wingdings" SIZE=1>&yacute;</P>
</FONT><FONT SIZE=1>
<P>If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective Registration Statement for the same offering:&nbsp;</FONT><FONT FACE="Wingdings" SIZE=1>o  </P>
</FONT><FONT SIZE=1>
<P>If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of
the earlier effective Registration Statement for the same offering:&nbsp;</FONT><FONT FACE="Wingdings" SIZE=1>o</P>
</FONT><FONT SIZE=1>
<P>If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering:&nbsp;</FONT><FONT FACE="Wingdings" SIZE=1>o</P>
</FONT><FONT SIZE=1>
<P>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the
definitions of &quot;large accelerated filer,&quot; &quot;accelerated filer,&quot; &quot;smaller reporting company&quot; and "emerging growth company" in Rule 12b-2 of the Exchange Act:</P>
</FONT>

<TABLE CELLSPACING=0 BORDER=0 WIDTH=85%>
<TR><TD WIDTH="21%" VALIGN="BOTTOM">
<FONT SIZE=1><P>Large accelerated filer</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="46%" VALIGN="BOTTOM">
<FONT FACE="Wingdings" SIZE=1><P>o</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="26%" VALIGN="BOTTOM">
<FONT SIZE=1><P>Accelerated filer</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT FACE="Wingdings" SIZE=1><P>o</FONT></TD>
</TR>
<TR><TD WIDTH="21%" VALIGN="BOTTOM">
<FONT SIZE=1><P>Non-accelerated filer</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="46%" VALIGN="BOTTOM">
<FONT FACE="Wingdings" SIZE=1><P>o</FONT><FONT SIZE=1>&nbsp;(Do not check if a smaller reporting company)</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="26%" VALIGN="BOTTOM">
<FONT SIZE=1><P>Smaller reporting company</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT FACE="Wingdings" SIZE=1><P>&yacute;</FONT></TD>
</TR>
<TR><TD WIDTH="21%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="46%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="26%" VALIGN="BOTTOM">
<FONT SIZE=1><P>Emerging growth company </FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT FACE="Wingdings" SIZE=1><P>o</FONT></TD>
</TR>
</TABLE>


<FONT SIZE=1>
<P>If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided to Section 7(a)(2)(B) of the Securities Act. </FONT><FONT FACE="Wingdings" SIZE=1>o</P>

</FONT><B><FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>

<P ALIGN="CENTER"><CENTER><TABLE BORDER=0 CELLSPACING=1 CELLPADDING=1 WIDTH=85%>
<TR><TD WIDTH="35%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Title of Each Class of&nbsp;<BR>
<U>Securities to Be Registered</B></U></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount to be&nbsp;<BR>
<U>Registered<SUP>(1)</B></U></SUP></FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum Offering<BR>
Price per<BR>
<U>Security</B></U></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
<U>Offering Price</B></U></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of<BR>
<U>Registration Fee</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=2><P>Subscription Rights to Purchase Common Stock</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">(2)</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">N/A</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">(3)</FONT></TD>
</TR>
<TR><TD WIDTH="35%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=2><P>Common stock<SUP>(3)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">3,500,000</FONT></TD>
<TD WIDTH="18%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$3.50</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$12,250,000(4)</FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">$1,526</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(1)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=5>
<FONT SIZE=2><P>This registration statement relates to (a) non-transferable&nbsp;subscription rights to purchase common stock of the Registrant to be distributed to holders of the
Registrant's common stock and warrants to purchase the Registrant's common stock as of &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017; and (b)&nbsp;the shares of common stock
deliverable upon the exercise of the
subscription rights pursuant to the rights offering. In accordance with Rule&nbsp;416 promulgated under the Securities Act of 1933, as amended, this registration statement also covers any
additional shares of common stock of the Registrant that may become issuable due to adjustments for changes resulting from stock dividends, stock splits, recapitalizations, mergers,
reorganizations, combinations or exchanges or other similar events.</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(2)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=5>
<FONT SIZE=2><P>Evidencing the subscription rights to subscribe for up to 3,500,000 shares of common stock, par value $0.001 per share.</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P>(3)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=5>
<FONT SIZE=2><P>The subscription rights are being distributed without consideration. Pursuant to Rule 457(g), no separate registration fee is payable with respect to the subscription rights
being offered hereby since the subscription rights are being registered in the same registration statement as the securities to be offered pursuant thereto.</FONT></TD>
</TR>
<TR><TD WIDTH="5%" VALIGN="TOP" HEIGHT=3>
<FONT SIZE=2><P>(4)</FONT></TD>
<TD WIDTH="95%" VALIGN="TOP" COLSPAN=5 HEIGHT=3>
<FONT SIZE=2><P>Represents the gross proceeds from the assumed exercise of all subscription rights to be distributed.</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT SIZE=2>
<B><P>The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.</P></B>

<P> &nbsp; </P>


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<P style="PAGE-BREAK-BEFORE: always" align=left>



</FONT><B><FONT SIZE=2 COLOR="#ff0000"><P>The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to purchase these
securities in any jurisdiction where the offer or sale is not permitted.</P></B>

</FONT><FONT SIZE=2>
</FONT><B><FONT SIZE=2 COLOR="#ff0000"><P>Preliminary Prospectus</P>
<P ALIGN="RIGHT">SUBJECT TO COMPLETION, DATED OCTOBER 4, 2017</P>
</B></FONT><FONT SIZE=2>

<P ALIGN="CENTER"><IMG SRC="image1460.jpg" WIDTH=135 HEIGHT=71></P>

<B><P ALIGN="CENTER">3,500,000 Shares of Common Stock</P></B>

<P>We are conducting a rights offering pursuant to which we are distributing to holders of our common stock and warrants to purchase our common stock, at no charge, non-transferable
subscription rights to purchase shares of our common stock. You will receive &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  subscription rights for each share of common stock held of
record (or shares that are deemed to be owned,
assuming the exercise of warrants) as of 5:00 p.m., New York time on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017. We are distributing subscription rights exercisable
for up to 3,500,000 shares of our common stock.</P>

<P>The total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of
our common stock at a subscription price equal to $3.50 per share, which we refer to as the basic subscription privilege. Stockholders as of the record date will also have oversubscription rights
as described herein.</P>

<P>The subscription rights may be exercised at any time during the subscription period, which will commence &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017. The subscription rights will expire if they
are not exercised by 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017, unless we extend the rights offering period. We reserve the right to extend the rights offering period
at our sole discretion, subject to certain limitations described herein. You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering period.
All exercises of subscription rights are irrevocable.
Our board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned to anyone else and will
not be listed for trading on any stock exchange or market.</P>

<P>The shares of common stock are being offered directly by us without the services of an underwriter or selling agent.</P>
<P>We have entered into an Investment Agreement with one our major stockholders, MFP Partners, L.P. (&quot;MFP&quot;), pursuant to which MFP has agreed to purchase from us, subject to
certain conditions, the shares of common stock not subscribed for in the rights offering, at a price per share equal to the subscription price in the rights offering (the &quot;Backstop
Commitment&quot;). The unsubscribed shares sold to MFP, if any, will be issued in a private placement and would not be registered pursuant to the registration statement of which this
prospectus forms a part. In addition to the investment under the Investment Agreement, as a stockholder as of the record date, MFP will have the right to subscribe for and purchase shares of
our common stock under its basic subscription privilege and its oversubscription privilege. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of
MFP. </P>
<P>Subject to the terms of the Investment Agreement with MFP, we reserve the right to cancel the rights offering at any time for any reason. If we cancel this rights offering, all subscription
payments received by the subscription agent, who is our transfer agent, will be returned, without interest or penalty, as soon as practicable.</P>
<P>Our common stock is traded on the Nasdaq Capital Market under the symbol "SANW." On October 2, 2017, the last reported sales price of our common stock on the Nasdaq Capital Market
was $3.05 per share. </P>

<P>The exercise of your subscription rights for shares of our common stock involves risks. You should carefully consider all of the information set forth in this prospectus, including the risk
factors beginning on page 12 of this prospectus as well as the risk factors and other information in any documents we incorporate by reference into this prospectus before
exercising your subscription rights. See "Where You Can Find More Information and Incorporation by Reference."</P>

<B><P>Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.</P></B>

<P ALIGN="CENTER">The date of this prospectus is &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017</P>



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<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">TABLE OF CONTENTS</P>
</B><P ALIGN="CENTER">&nbsp;</P></FONT>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=559>
<TR><TD VALIGN="MIDDLE" COLSPAN=2>&nbsp;</TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="MIDDLE">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="MIDDLE">&nbsp;</TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING</FONT></TD>
<TD WIDTH="5%" VALIGN="BOTTOM">
<FONT SIZE=2><P> 1 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>PROSPECTUS SUMMARY</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 7 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>RISK FACTORS</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 12 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 15 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>USE OF PROCEEDS</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 16 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>MARKET PRICE OF OUR COMMON STOCK</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 17 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>DIVIDEND POLICY</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 18 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>DILUTION</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 19 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>DESCRIPTION OF CAPITAL STOCK</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 20 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>DESCRIPTION OF THE RIGHTS OFFERING</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 22 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>DESCRIPTION OF THE BACKSTOP COMMITMENT</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 30 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES<A NAME="_cp_text_1_1"> TO U.S. HOLDERS</A></FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 31 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>PLAN OF DISTRIBUTION</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 35 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>LEGAL MATTERS</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 36 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>EXPERTS</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 36 </FONT></TD>
</TR>
<TR><TD WIDTH="95%" VALIGN="BOTTOM">
<FONT SIZE=2><P>WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE</FONT></TD>
<TD WIDTH="5%" VALIGN="TOP">
<FONT SIZE=2><P> 37 </FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=2>
<P>We have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing
prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus relates only to the subscription rights and underlying shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to make
such an offer. The information contained in or incorporated by reference in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any distribution
of subscription rights or sale of common stock.</P></B>

<P>To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the
Securities and Exchange Commission (the &quot;SEC&quot;) before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a
document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date
modifies or supersedes the earlier statement.</P>

<P>We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United
States. Persons who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe
any restrictions as to this offering and the distribution of this prospectus and any free writing prospectus applicable to that jurisdiction.</P>

<P>This prospectus and the documents incorporated by reference in this prospectus contain market data and industry statistics and forecasts that are based on independent industry
publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not
independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented or incorporated by reference in this prospectus, these
estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading &quot;Risk Factors&quot; and any related free writing
prospectus. Accordingly, investors should not place undue reliance on this information.</P>

<P ALIGN="CENTER">                                                       i
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<P style="PAGE-BREAK-BEFORE: always" align=left>


<P>Unless the context requires otherwise or unless otherwise noted, all references to "S&amp;W Seed" or "S&amp;W" are to S&amp;W Seed Company, a Nevada corporation, and all
references to "we," "us" or "our" are to S&amp;W Seed Company and our subsidiaries on a consolidated basis.</P>

<P>Trademarks, service marks or trade names of any other companies appearing in this prospectus are the property of their respective owners. Use or display by us of trademarks, service
marks or trade names owned by others is not intended to and does not imply a relationship between us, and/or endorsement or sponsorship by, the owners of the trademarks, service marks or
trade names.</P>

<P>Our functional and reporting currency is the U.S. Dollar. Foreign currency denominated revenues and expenses are translated using average rates of exchange during the reporting period.
Foreign currency denominated monetary assets and liabilities are translated at the rate of exchange in effect at the balance sheet date.</P>


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<B><P ALIGN="CENTER"><A NAME="qanda">QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING</A></P>
<P>What is being offered in this rights offering?</P>
</B><P>We are distributing at no charge to holders of our common stock and warrants to purchase our common stock non-transferable subscription rights to purchase shares of our common
stock. We are including the holders of warrants in the rights offering on an as-exercised basis, along with the holders of our common stock, pursuant to the terms of the warrants as issued in
December 2014. You will receive &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  subscription rights for each share of common stock you owned (or are deemed to own, assuming exercise
by the holders of the warrants) as of 5:00 p.m.,
New York time on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017, the record date. The subscription rights per share ratio has been calculated based on the number of shares outstanding
plus the shares issuable upon exercise of the warrants as of the record date, which totals an aggregate of &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares.
The subscription rights entitle the holders (including holders of our common stock and warrants) to
purchase up to an aggregate of 3,500,000 shares. The subscription rights will be evidenced by subscription rights certificates.</P>

<P>The total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of
our common stock at a subscription price equal to $3.50 per share. Because the total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number,
we may not issue the full number of shares authorized for issuance in connection with this rights offering. Any excess subscription payments received by the subscription agent will be returned,
without interest or penalty, as soon as practicable.</P>
<B><P>What is the subscription privilege?</P>
</B><P>For each whole right that you own, you will have a subscription privilege to buy from us one share of our common stock at the subscription price. You may exercise your subscription
privilege for some or all of your subscription rights, or you may choose not to exercise any subscription rights.</P>

<P>For example, if you owned 10,000 shares of our common stock as of 5:00 p.m., New York time, on the record date, you would receive subscription rights representing the right to purchase
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of common stock for $3.50 per share.</P>

<P>If you exercise your subscription rights in full, at the same time, you may also exercise your oversubscription privilege, as described below. See &quot;What is the oversubscription
privilege?&quot;</P>

<B><P>What is the oversubscription privilege?</P>
</B><P>If any of our stockholders and warrantholders do not exercise all of the subscription rights issued to them in this rights offering, then each holder who has exercised subscription rights in
full will have the opportunity to purchase additional shares of our common stock at the subscription price of $3.50 per share under the oversubscription right, up to the amount of unexercised
subscription rights. By extending oversubscription rights to our stockholders and warrantholders, we are providing those holders who have exercised all of their subscription rights with an
opportunity to purchase shares that are not purchased by other stockholders and warrantholders in this rights offering pursuant to their subscription privilege. The exact number of shares that will
be available for the oversubscription pool will be determined by subtracting from 3,500,000 the number of shares subscribed for pursuant to the subscription privilege. All subscription funds,
including any funds for oversubscription shares, will be held in escrow pending final determination of the oversubscription allocation.</P>

<P>If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full. If, however, there are not enough shares available to fully satisfy all
oversubscription right requests, we will allocate the available shares of common stock&nbsp;<I>pro rata</I>&nbsp;among those stockholders exercising their oversubscription privilege in
proportion to the product (rounded down so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the
number of shares such stockholder subscribed for under the oversubscription privilege by a fraction the numerator of which is the number of unsubscribed shares and the denominator of which is
the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess
payments by mail without interest or deduction as soon as reasonably practical after the expiration date.</P>

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<B><P>Why are we conducting the rights offering?</P>
</B><P>We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights offering to
fund our acquisition of GMO alfalfa assets from DuPont Pioneer, a wholly-owned subsidiary of E.I. du Pont de Nemours and Company ("Dupont Pioneer&quot;), in connection with our December
2014 acquisition of certain alfalfa assets from DuPont Pioneer, and for general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net
proceeds for the repayment of debt, including our credit facility with KeyBank and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of
land, facilities, property or complementary products or companies. See &quot;Use of Proceeds.&quot;</P>
<P>In authorizing the rights offering, our board of directors considered and evaluated a number of factors, including:</P>

<UL>


<LI>our current capital resources and our future need for additional liquidity and capital;</LI>
<LI>the size and timing of the rights offering;</LI>
<LI>the potential dilution to our current stockholders if they choose not to participate in the offering;</LI>
<LI>alternatives available for raising capital, including debt and other forms of equity raises;</LI>
<LI>the potential impact of the rights offering on the public float for our common stock; </LI>
<LI>MFP's willingness to backstop the rights offering;</LI>
<LI>that applicable NASDAQ marketplace rules do not require stockholder approval of the rights offering or the Backstop Commitment; and</LI>
<LI>the fact that existing stockholders would have the opportunity to participate on a&nbsp;<I>pro rata</I>&nbsp;basis to purchase additional shares of common stock.</LI>
</UL>

<B><P>How was the subscription price for the rights offering determined?</P>
</B><P>Our board of directors considered a number of factors in determining the price for the rights offering, including:</P>

<UL>


<LI>the price per share at which MFP is willing to backstop the rights offering;</LI>
<LI>the price per share at which a new investor and two of our major stockholders, MFP and Wynnefield Capital, Inc., purchased shares in a private placement in July 2017;</LI>
<LI>&quot;pass through&quot; savings as a result of conducting the rights offering with no investment banking support;</LI>
<LI>the price at which our stockholders might be willing to participate in the rights offering;</LI>
<LI>historical and current trading prices for our common stock, including on a volume weighted average share price basis over certain periods; and</LI>
<LI>the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis.&nbsp;</LI>
</UL>

<B><P>What is the role of MFP in this offering? </P>
</B><P>We have entered into an Investment Agreement with MFP, pursuant to which MFP has agreed to purchase from us, subject to certain conditions, the shares of common stock not
subscribed for in the rights offering at a price per share equal to the subscription price in the rights offering. The unsubscribed shares sold to MFP, if any, will be issued in a private placement.
Accordingly, such shares would not be registered pursuant to the registration statement of which this prospectus forms a part, although we have agreed to register such shares in a separate
registration statement. MFP will not receive a fee in connection with the Backstop Commitment; however, we have agreed to pay up to $50,000 of MFP's expenses in connection with the
Investment Agreement. MFP purchased shares of common stock from us in a private placement in July 2017 at a price of $4.00 per share. </P>
<P>In addition to the investment pursuant to the Backstop Commitment, as a stockholder as of the record date, MFP will have the right to subscribe for and purchase shares of our common
stock under its basic subscription privilege and its oversubscription privilege. See &quot;Description of the Backstop Commitment&quot; for more information regarding the terms of the
Investment Agreement and the role of MFP. </P>
<B><P>Am I required to exercise the rights I receive in the rights offering?</P>
</B><P>No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. However, if you choose not to fully exercise your subscription
privilege and other stockholders fully exercise their subscription privilege and/or MFP acquires shares of common stock pursuant to the Backstop Commitment, the percentage of our common
stock owned by other stockholders will increase, the relative percentage of our common stock that you own will decrease, and your voting and other rights will be diluted.</P>

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<B><P>Has our board of directors made a recommendation to our stockholders regarding the rights offering?</P>
</B><P>Our board of directors is making no recommendations regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new
money invested. We cannot assure you that the trading price for our common stock will be above the subscription price at the time of exercise or at the expiration of the rights offering period or
that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your own decision whether or not
to exercise your subscription rights based on your own assessment of our business and the rights offering. See &quot;Risk Factors&quot; in this prospectus and in the documents incorporated
by reference into this prospectus.</P>

<B><P>Who may participate in the rights offering?</P>
</B><P>All stockholders of record on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  , 2017, the record date approved by our board of directors for this rights offering, are entitled to
receive rights and purchase shares in this rights offering. In addition, the holders of outstanding warrants to purchase our common stock are eligible to participate <I>pro rata</I> with our stockholders, assuming
the deemed exercise of such warrants on the day preceding the record date. As used in this prospectus in connection with the rights offering, unless the context otherwise provides,
the terms &quot;stockholders,&quot; &quot;you&quot; and &quot;your&quot; include the holders of the warrants.</P>

<B><P>Will our directors, executive officers or significant stockholders participate in the rights offering?</P>
</B><P>Our directors and executive officers who own shares of common stock and/or warrants, as well as other significant stockholders, are permitted, but not required, to participate in the
rights offering on the same terms and conditions applicable to all stockholders. Certain of our directors, executive officers and significant stockholders may participate in the rights offering. In fact,
subject to the terms and conditions of the rights offering, (i) certain members of our board of directors and our management have expressed their intention to purchase their respective <I>pro
rata</I> share of the subscription rights,
and (ii) MFP has expressed its intention to purchase its <I>pro rata </I>share of the subscription rights and has also committed to purchase shares of our common stock not
subscribed for in the rights offering pursuant to the Backstop Commitment. Despite the indication of interest by our directors and management, and by MFP, there is no
assurance that any of such parties will purchase shares in the rights offering, other than, with respect to MFP, shares (if any) purchased by MFP under the Backstop Commitment.</P>

<B><P>How soon must I act to exercise my subscription rights?</P>
</B><P>The subscription rights may be exercised at any time during the subscription period, which commences on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  , 2017, through the expiration
date for the rights offering, which is 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017. If you elect to exercise any subscription rights,
the subscription agent must actually receive all required documents and payments from you
at or prior to the expiration date. Although we have the option of extending the expiration date of the subscription period at our sole discretion, we currently do not intend to do so. Any extension
of the subscription period for more than 30 days will require MFP's prior written consent.</P>

<B><P>May I transfer my subscription rights?</P>
</B><P>No, the rights are exercisable only by stockholders and warrantholders of record as of the record date, and you may not sell, transfer or assign your subscription rights to anyone
else.</P>
<B><P>Are there any limits on the number of shares of common stock I may own as a result of the exercise of subscription rights under the rights offering?</P>
</B><P>Yes. Subject to your ability to exercise the oversubscription privilege, you may only purchase the number of whole shares of common stock purchasable upon exercise of the basic
subscription privilege included in the subscription rights distributed to you in the rights offering. Accordingly, the number of shares of common stock that you may purchase in the rights offering is
limited by the number of our shares of common stock you held (including any shares of common stock issuable upon the exercise of warrants) on the record date. Although stockholders that fully
and properly exercise their basic subscription privilege have the right to exercise the oversubscription privilege, there can be no assurances of the number of shares, if any, that a holder will be
able to acquire through the exercise of the oversubscription privilege. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the
opinion of our counsel, be unlawful.</P>



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<B><P>Are we requiring a minimum subscription to complete the rights offering?</P>
</B><P>No. Any shares not subscribed for in the rights offering will be purchased by MFP pursuant to the Backstop Commitment.</P>
<B><P>Are there any other conditions to the completion of the rights offering?</P>
</B><P>Yes. The completion of the rights offering is subject to the conditions described under &quot;Description of the Rights Offering - Amendment, Withdrawal and Termination.&quot;</P>
<B><P>Can the rights offering be canceled?</P>
</B><P>Yes. We reserve the right to cancel the rights offering at any time for any reason, subject to the terms of the Investment Agreement with MFP as described in this prospectus. If the rights
offering is canceled, all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable to those persons who subscribed for shares
in the rights offering.</P>
<B><P>How do I exercise my subscription rights if I am a record holder of shares of common stock?</P>
</B><P>If you wish to participate in the rights offering, you must properly complete the subscription rights certificate distributed by the subscription agent and deliver it, along with the full
subscription price, to the subscription agent before 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017. If you use the mail, we recommend
that you use insured, registered mail, return receipt requested.</P>

<P>If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be
applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received. If the payment exceeds the subscription price for the full exercise of your
subscription rights, then the excess will be returned to you as soon as practicable. You will not receive interest on any payments refunded to you under the rights offering.</P>
<B><P>What should I do if I want to participate in the rights offering, but my shares are held in the name of my broker, dealer, custodian bank or other nominee?</P>
</B><P>If you hold your shares of common stock in &quot;street name&quot; through a broker, dealer, custodian bank or other nominee, you will not receive an actual subscription rights
certificate. Instead, as described in this prospectus, you must instruct your broker, dealer, custodian bank or other nominee whether or not to exercise rights on your behalf. We will ask your
broker, dealer, custodian bank or other nominee to notify you of the rights offering.</P>
<P>If you wish to participate in the rights offering, you should complete and return to your nominee the form entitled &quot;Beneficial Owner Election Form.&quot; You should receive this form
from your nominee with the other rights offering materials. If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription payment to that
nominee as well pursuant to their instructions. You must act timely to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are
actually received by the subscription agent prior to the expiration of the rights offering period.</P>
<B><P>If the rights offering is not completed, will my subscription payment be refunded to me?</P>
</B><P>Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If the rights offering is not completed, the subscription agent
will return, without interest or penalty, as soon as practicable, all subscription payments. If you own shares in &quot;street name,&quot; it may take longer for you to receive payment because the
payments will be returned through your nominee.</P>
<B><P>Must I pay the subscription price in cash?</P>
</B><P>Yes. You must timely pay the full subscription price for the full number of shares of common stock you wish to acquire under the subscription privilege by wire, bank draft drawn on a
U.S. bank, U.S. postal money order or personal check that clears before the expiration date of the rights offering.</P>

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<B><P>Will the shares of common stock I acquire in the rights offering be subject to any stockholder agreement restricting my ability to sell or transfer my new shares of common stock?</P>
</B><P>No. You will not be subject to any stockholder agreement that restricts your ability to sell or transfer any new shares of common stock acquired by you in the rights offering. However,
under federal securities laws, our affiliates will be subject to restrictions on their ability to transfer shares of our common stock by virtue of their status as &quot;affiliates&quot; of us. An
&quot;affiliate&quot; is generally defined as a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, us.</P>
<B><P>After I exercise my subscription rights, may I change my mind?</P>
</B><P>No. All exercises of subscription rights are irrevocable by the stockholders, even if you later learn information about us that you consider unfavorable or our stock price declines. You
should not exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering. However, we may cancel, extend
or otherwise amend the rights offering at any time prior to the expiration date.</P>
<B><P>Does exercising my subscription rights involve risk?</P>
</B><P>Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional shares of our common stock and should be
considered as carefully as you would consider other equity investments. Among other things, you should carefully consider the risks described under the heading &quot;Risk Factors&quot; in this
prospectus and the documents incorporated by reference into this prospectus.</P>
<B><P>What fees or charges apply if I exercise my subscription rights?</P>
</B><P>We are not charging any fees or sales commissions to issue subscription rights to you or to issue shares to you if you exercise your subscription rights. If you exercise your subscription
rights through a broker or other record holder of your shares, you are responsible for paying any fees that person or entity may charge.</P>
<B><P>How do I exercise my subscription rights if I am a record holder of shares of common stock, and I live outside of the United States or have an army post office or foreign post office
address?</P>
</B><P>The subscription agent will not mail and instead will hold subscription rights certificates for stockholders having addresses outside the United States or who have an army post office or
foreign post office address. In order to exercise subscription rights, our foreign stockholders and stockholders with an army post office or foreign post office address must notify the subscription
agent and timely follow other procedures described in the section of this prospectus entitled &quot;Description of the Rights Offering - Foreign and Other Stockholders.&quot;</P>
<B><P>When will I receive my new shares of common stock?</P>
</B><P>All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights
holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common stock purchased pursuant to the
subscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of your
subscription rights in order to comply with state securities laws.</P>

<B><P>What are the material U.S. federal income tax consequences of <A NAME="_cp_text_1_2">the receipt and </A>exercis<A NAME="_cp_text_1_4">e</A> <A NAME="_cp_text_1_5">of
</A>my subscription rights? </P>
</B><P><A NAME="_cp_text_1_9">For U.S. federal income tax purposes, we do not believe you should recognize income or loss in connection with the receipt or exercise of subscription rights
in the rights offering,</FONT> <FONT SIZE=2>but the treatment of the receipt and exercise of subscription rights is unclear in certain respects. You are urged to consult your own tax advisor as
to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of our common stock. For further information, please
see &quot;<A NAME="_cp_text_4_10"></A>Material U.S. Federal Income Tax Consequences <A NAME="_cp_text_1_11"></A>to U.S. Holders.&quot;</P>

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<B><P></A>What happens if I choose not to exercise my subscription rights?</P>
</B><P>You are not required to exercise your subscription rights or otherwise take any action in response to this rights offering. If you do not exercise your subscription privilege, and the rights
offering is completed, the number of shares of our common stock you own will not change but, due to the fact that shares will be purchased by other stockholders in the rights offering and/or
MFP pursuant to the Backstop Commitment, your percentage ownership of our total outstanding common stock will decrease, and your voting and other rights will be diluted.</P>
<B><P>How many shares of common stock will be outstanding after the rights offering?</P>
</B><P>As of the record date, there were&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of our common stock outstanding.
We will issue up to a maximum of 3,500,000 shares of common stock in the rights offering and/or
pursuant to the Backstop Commitment. Based on the number of shares issued and outstanding as of the record date, if we issue all 3,500,000 shares of common stock available in this rights
offering, we would have &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; shares of common stock issued and outstanding
following the completion of the rights offering. Assuming no change in the number of shares issued and
outstanding as of the record date, the dilution from the rights offering would be &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; %.</P>

<B><P>How much money will we receive from the rights offering and related financing?</P>
</B><P>If we issue all 3,500,000 shares of common stock available in this rights offering and/or pursuant to the Backstop Commitment, we will receive gross proceeds of $12,250,000. The net
proceeds to us, after deducting estimated offering expenses, will be approximately $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; .
We estimate that the expenses of the rights offering will be approximately $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; . We are
conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. </P>

<P>We intend to use the net proceeds from the rights offering to fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain
alfalfa assets from DuPont Pioneer) and for general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net proceeds for the
repayment of debt, including our credit facility with KeyBank and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of land, facilities,
property or complementary products or companies. See &quot;Use of Proceeds.&quot;</P>

<B><P>Who should I contact if I have more questions?</P>
</B><P ALIGN="CENTER">If you have more questions about the rights offering process or need additional copies of the rights offering documents, please contact our information agent,
Transfer Online, Inc., at (503) 227-2950.</P>

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<B><P ALIGN="CENTER">PROSPECTUS SUMMARY</P>
</B><I><P>This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus. This summary does not contain all of the information that you
should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information under the heading "Risk Factors," and the
documents incorporated by reference into this prospectus, which are described under the heading "Where You Can Find More Information and Incorporation by Reference." </P>
</I><P>You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this
prospectus. The subscription rights and common stock are not being offered in any jurisdiction where offers and sales are not permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our securities occurs.</P>
<B><P ALIGN="CENTER">Our Company and Corporate History</P>
<P ALIGN="JUSTIFY">Company Overview</P>

</B><P ALIGN="JUSTIFY">Founded in 1980 and headquartered in the Central Valley of California, we are a global agricultural company. Grounded in our historical expertise and what we
believe is our present leading position in the breeding, production and sale of alfalfa seed, we continue to build towards our goal of being recognized as the world's preferred proprietary forage,
grain and specialty crop seed company. In addition to our primary activities in alfalfa seed, we have recently expanded our product portfolio by adding hybrid sorghum and sunflower seed, which
complement our alfalfa seed offerings by allowing us to leverage our infrastructure, research and development expertise and our distribution channels, as we begin to diversify into what we
believe are higher margin opportunities. We also continue to conduct our stevia breeding program, having filed two additional patent applications in fiscal 2016.</P>

<P ALIGN="JUSTIFY">Following our initial public offering in fiscal year 2010, we expanded certain pre-existing business initiatives and added new ones, including:</P>


<UL>
<P ALIGN="JUSTIFY"><LI>diversifying our production geographically by expanding from solely producing seed in the San Joaquin Valley of California to initially adding production capability in
the Imperial Valley of California, then expanding into Australia (primarily South Australia) and, most recently, adding production in other western states and Canada;</LI></P>
<P ALIGN="JUSTIFY"><LI>expanding from solely offering non-dormant varieties to now having a full range of both dormant and non-dormant varieties;</LI></P>
<P ALIGN="JUSTIFY"><LI>expanding the depth and breadth of our research and development capabilities in order to develop new varieties of both dormant and non-dormant alfalfa seed with
traits sought after by our existing and future customers; </LI></P>
<P ALIGN="JUSTIFY"><LI>diversifying into complementary proprietary crops by acquiring the assets of a Queensland, Australia company specializing in breeding and licensing of hybrid
sorghum and sunflower seed; </LI></P>
<P ALIGN="JUSTIFY"><LI>expanding our distribution channels and customer base, initially through the acquisition of the customer list of a key international customer in the Middle East in July
2011, and thereafter, through certain strategic acquisitions;</LI></P>
<P ALIGN="JUSTIFY"><LI>expanding our sales geographically both through the expansion of our product offerings to make available product needed in regions we historically did not cover and
through an expansion of our sales and marketing efforts generally; and </LI></P>
<P ALIGN="JUSTIFY"><LI>implementing a stevia breeding program to develop new stevia varieties that incorporate the most desirable characteristics of this all-natural, zero calorie
sweetener.</LI></P></UL>


<P ALIGN="JUSTIFY">We have accomplished these expansion initiatives through a combination of organic growth and strategic acquisitions, foremost among them:</P>


<UL>
<P ALIGN="JUSTIFY"><LI>the acquisition in July 2011 of certain intangible assets, including the customer information, related to the field seed and small grain business of Genetics
International, Inc., which had previously operated in the Middle East and North Africa (&quot;MENA&quot;), and which began our transition into selling directly to MENA distributors;</LI></P>
<P ALIGN="JUSTIFY"><LI>the acquisition of Imperial Valley Seeds, Inc. in October 2012, which enabled us to expand production of non-GMO seed into California's Imperial Valley, thereby
ensuring a non-GMO source of seed due to the prohibition on GMO crops in the Imperial Valley, as well as enabling us to diversify our production areas and distribution channels;</LI></P>
<P ALIGN="JUSTIFY"><LI>the acquisition of a portfolio of dormant alfalfa seed germplasm in August 2012 to launch our entry into the dormant market; </LI></P>
<P ALIGN="JUSTIFY"><LI>the acquisition of the leading local producer of non-dormant alfalfa seed in South Australia, Seed Genetics International Pty Ltd (&quot;SGI&quot;), in April 2013,
which greatly expanded our production capabilities and geographic diversity; </LI></P>
<P ALIGN="JUSTIFY"><LI>the acquisition of the alfalfa production and research facility assets and conventional (non-GMO) alfalfa germplasm from DuPont Pioneer, a wholly-owned subsidiary
of E.I. du Pont de Nemours and Company (&quot;DuPont Pioneer&quot;), in December 2014, thereby substantially expanding upon our initial entrance into the dormant alfalfa seed market that
began in 2012 and enabling us to greatly expand our production and research and product development capabilities; and</LI></P>

</UL>

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<P style="PAGE-BREAK-BEFORE: always" align=left>

<UL>

<P ALIGN="JUSTIFY"><LI>the acquisition, in May 2016, of the assets and business of SV Genetics Pty Ltd (&quot;SV Genetics&quot;), a private Australian company specializing in the breeding
and licensing of proprietary hybrid sorghum and sunflower seed germplasm, which represents our initial effort to diversify our product portfolio beyond alfalfa seed breeding and production and
stevia R&amp;D.</LI></P></UL>


<P>We believe our 2013 combination with SGI created the world's largest non-dormant alfalfa seed company and gave us the competitive advantages of year-round production in that market.
With the completion of the acquisition of dormant alfalfa seed assets from DuPont Pioneer in December 2014, we believe we have become the largest alfalfa seed company worldwide (by
volume), with industry-leading research and development, as well as production and distribution capabilities in both hemispheres and the ability to supply proprietary dormant and non-dormant
alfalfa seed. Our operations span the world's alfalfa seed production regions, with operations in the San Joaquin and Imperial Valleys of California, five additional Western states, Australia and
three provinces in Canada. </P>

<P>Our May 2016 acquisition of the hybrid sorghum and sunflower germplasm business and assets of SV Genetics signals management's commitment to our strategy of identifying opportunities
to diversify our product lines and improve our gross margins. </P>

<B><P ALIGN="JUSTIFY">Additional Company Information</P>

</B><P ALIGN="JUSTIFY">From 1980 until 2009, our business was operated as a general partnership. We bought out the former partners beginning in June 2008, incorporated in October 2009
in Delaware, and completed the buyout of the general partners in May 2010. We reincorporated in Nevada in December 2011. SGI, our wholly owned subsidiary, was incorporated as a limited
proprietary corporation in South Australia in 1993, as Harkness Group, changed its name to Seed Genetics Australia Pty Ltd in 2002, and in 2011, changed its name to Seed Genetics
International Pty Ltd.</P>

<P ALIGN="JUSTIFY">Our principal business office is located at 802 N. Douty Street, Hanford, California 93230, and our telephone is number (559) 884-2535. SGI's principal office space is
located in Unley, South Australia. Our website address is www.swseedco.com. The information contained in or accessible through our website does not constitute part of this prospectus.</P>
<B>
<P ALIGN="JUSTIFY">Private Placement</P>
</B>
<P ALIGN="JUSTIFY">On July 19, 2017, we entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which we sold and issued an aggregate of
2,685,000 shares of our common stock, at a purchase price of $4.00 per share, for aggregate gross proceeds of $10.74 million.</P>


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<B><FONT SIZE=2><P ALIGN="CENTER"><A NAME="s2F1E4AEFF2765B960BFF27CA09F7BC98"></A>The Rights Offering</P></B></FONT>

<TABLE CELLSPACING=1 BORDER=0 CELLPADDING=1 WIDTH=98%>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Securities Offered</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>We are distributing at no charge &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  non-transferable subscription rights for each share of our common stock that you owned
or are deemed to own based on an assumed
exercise of warrants to purchase our common stock, as applicable, as of 5:00 p.m., New York time, on the record date, which is &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017,
either as a holder of record or, in the case of
shares held through brokers, dealers, custodian banks or other nominees on your behalf, as beneficial owner of the shares. The total number of subscription rights issued to each holder will be
rounded down to the nearest whole number. As a result, we may not issue the full number of shares authorized for issuance in connection with this rights offering.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Subscription Privilege</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>We will distribute &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  subscription rights to each holder of record of our common stock and warrants to our purchase
common stock (on an as exercised basis) for each
share of common stock held (or deemed to be held) by such holder. As used in this prospectus, the term "stockholder" shall include the holders of warrants, unless the context indicates
otherwise. The total number of subscription rights issued to you will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of
common stock at the subscription price. You may exercise your subscription privilege for some or all of your subscription rights, or you may choose not to exercise your subscription
rights.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Oversubscription Privilege</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>If you exercise your basic subscription privilege in full, you may also subscribe to purchase a portion of the oversubscription amount, which will be determined by subtracting
from 3,500,000 the number of shares subscribed for pursuant to the basic subscription privilege. We refer to the shares available for oversubscription as the "oversubscription pool." All
subscription funds, including any funds for oversubscription shares, will be held in escrow pending final determination of the oversubscription allocation.</P>
<P>If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full. If, however, there are not enough shares available to fully satisfy all
oversubscription right requests, we will allocate the available shares of common stock&nbsp;<I>pro rata</I>&nbsp;among those stockholders exercising their oversubscription privilege in
proportion to the product (rounded down so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the
number of shares such stockholder subscribed for under the oversubscription privilege by a fraction, the numerator of which is the number of unsubscribed shares, and the denominator of which
is the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess
payments by mail without interest or deduction as soon as reasonably practical after the expiration date. </P>

<P>On the date of expiration of the rights offering, the subscription agent will determine the "oversubscription amount," which is the difference between 3,500,000 shares and the number of
shares subscribed for pursuant to the basic subscription privilege. The subscription agent will have the amount of oversubscription that each stockholder has indicated it would like to "purchase."
The subscription agent will allocate the oversubscription amount accordingly (<I>i.e.</I>, if the total number of oversubscription requests is less than the oversubscription amount, the
oversubscription requests will be allocated in full; however, if the number of oversubscription requests exceeds the oversubscription amount, the subscription agent will allocate the
pool&nbsp;<I>pro rata</I>).</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Subscription Price</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>The subscription price per share of common stock is $3.50. To be effective, any payment related to the exercise of a subscription right must be received and must clear prior
to the expiration of the rights offering period.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Record Date</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017.</FONT></TD>
</TR>
</TABLE>

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<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE CELLSPACING=1 BORDER=0 CELLPADDING=1 WIDTH=98%>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Use of Proceeds</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>To fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain alfalfa assets from DuPont Pioneer) and for
general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net proceeds for the repayment of debt, including our credit facility with
KeyBank and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or
companies.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Procedure for Exercising Subscription Rights</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>The subscription rights may be exercised at any time during the subscription period, which commences on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017.
To exercise your subscription rights, you must
properly complete the subscription rights certificate distributed by the subscription agent and deliver it, along with the full subscription price (including any amounts in respect of your
oversubscription privilege), to the subscription agent, Transfer Online, Inc. before 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017,
unless the expiration date is extended.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Payment Adjustments</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>If you send a payment that is insufficient to purchase the number of shares requested, or if the number of shares requested is not specified in the rights certificate, the
payment received will be applied to exercise your subscription rights to the extent of the payment. If the payment exceeds the amount necessary for the full exercise of your subscription rights,
including any oversubscription rights exercised and permitted, the excess will be returned to you as soon as practicable. You will not receive interest or a deduction on any payments refunded to
you under the rights offering.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Shares of Common Stock Issued and Outstanding Before the Rights Offering, Eligible to Participate in the Rights Offering and Outstanding After Completion of the Rights
Offering</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>As of the record date, there were &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of our common stock outstanding and outstanding warrants to purchase 2,699,999 million
shares of our common stock. Accordingly, as of the record date, a
total of &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares were eligible to participate <I>pro rata</I> in the rights offering.</P>

<P>We will issue up to a maximum of 3,500,000 shares of common stock in the rights offering and/or pursuant to the Backstop Commitment. Based on the number of shares outstanding as of
the record date, if we issue all 3,500,000 shares of common stock available in this rights offering and/or pursuant to the Backstop Commitment, we
would have &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of common stock
issued and outstanding following the completion of the rights offering.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Subscription Ratio</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>Based on an aggregate of &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares outstanding as of the record date or deemed to be
outstanding (assuming exercise of all outstanding warrants) and eligible to participate in the rights offering,
we will issue &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  subscription rights for each share of common stock held of record (or deemed to be held) as of the record date.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Non-transferability of Subscription Rights</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>The subscription rights may not be sold, transferred or assigned to anyone else.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Backstop Commitment</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>We have entered into an Investment Agreement with MFP, pursuant to which MFP has agreed to purchase from us, subject to certain conditions, the shares of common
stock not subscribed for in the rights offering, at a price per share equal to the subscription price in the rights offering. All of our shares of common stock issued to MFP pursuant to the Backstop
Commitment will be restricted shares and will bear a restrictive legend. Accordingly, such shares would not be registered pursuant to the registration statement of which this prospectus forms a
part, although we have agreed to register such shares in a separate registration statement. MFP will not receive a fee in connection with the Backstop Commitment; however, we have agreed to
pay up to $50,000 of MFP's expenses in connection with the Investment Agreement. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP.
</FONT></TD>
</TR>
</TABLE>

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<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE CELLSPACING=1 BORDER=0 CELLPADDING=1 WIDTH=98%>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Prior Private Placement with MFP, Wynnefield Capital, Inc. and a New Investor</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>In July 2017, we sold 2,685,000 shares of our common stock to a new investor and two of our stockholders, MFP and Wynnefield Capital, Inc., at a purchase price of $4.00
per share for total gross proceeds of $10,740,000 in a private placement exempt from registration by Section 4(a)(2) of the Securities Act of 1933, as amended (the &quot;Securities Act&quot;),
and Rule 506 of Regulation D promulgated thereunder. That private placement is a distinct transaction from the rights offering. Subject to the terms and conditions of the rights offering, (i) certain
members of our board of directors and our management have expressed their intention to purchase their respective <I>pro rata</I> share of the subscription rights,
and (ii) MFP has expressed its intention to purchase
its <I>pro rata </I>share of the subscription rights and has also committed to purchase shares of our common stock not subscribed for in the rights offering pursuant to the Backstop
Commitment. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>No Revocation of Exercise by Stockholders</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>All exercises of subscription rights are irrevocable, even if you later learn information about us that you consider unfavorable or our stock price declines. You should not
exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Conditions to the Rights Offering</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>The completion of the rights offering is subject to the conditions described under " Description of the Rights Offering - Amendment, Withdrawal and
Termination."</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Amendment; Cancellation</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>Subject to the terms of the Investment Agreement with MFP, we may amend the terms of the rights offering or extend the rights offering period and we reserve the right to
cancel the rights offering at any time prior to the expiration date for any reason. If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned,
without interest or penalty, as soon as practicable, to those persons who subscribed for shares in the rights offering. We will notify you of any amendments or modifications to the terms of the
rights offering, or if the rights offering is cancelled, by issuing a press release.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>No Board Recommendation</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>Our board of directors is making no recommendations regarding your exercise of the subscription rights. You are urged to make your own decision whether or not to
exercise your subscription rights based on your own assessment of our business and the rights offering. See "Risk Factors."</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Issuance of Common Stock</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>All shares of common stock that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the
name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common
stock purchased pursuant to the subscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to
purchase by exercise of your subscription rights in order to comply with state securities laws.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Certain Material U.S. Federal Tax Consequences<A NAME="_cp_text_1_12"> to U.S. Holders</A></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P><A NAME="_cp_text_1_14">For </A>U.S. federal income tax <A NAME="_cp_text_1_16">purposes, we do not believe you should recognize income or loss in connection
with the receipt or exercise of subscription rights in the rights offering.</FONT><FONT SIZE=3> </FONT><FONT SIZE=2>However the rules applicable to the receipt and exercise of
subscription rights are complicated and unclear in certain respects, and it is possible that the Internal Revenue Service (&quot;IRS&quot;) could challenge our position. You are urged to consult
your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of our common stock. For
further information, please see &quot;</A>Material U.S. Federal Income Tax Consequences <A NAME="_cp_text_1_18">to U.S. Holders.&quot;</A></FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Subscription Agent, Information Agent and Escrow Agent</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>Transfer Online, Inc.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Risk Factors</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=3><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>Stockholders considering making an investment by exercising subscription rights in the rights offering should carefully read and consider the information set forth in "Risk
Factors" beginning on page 12 of this prospectus, together with the other information contained in or incorporated by reference into this prospectus, before making a decision to invest in
our common stock.</FONT></TD>
</TR>
<TR><TD WIDTH="27%" VALIGN="TOP">
<FONT SIZE=2><P>Nasdaq Capital Market Symbol</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="71%" VALIGN="TOP">
<FONT SIZE=2><P>SANW</FONT></TD>
</TR>
</TABLE>

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<P style="PAGE-BREAK-BEFORE: always" align=left>


<B>
<P ALIGN="CENTER">RISK FACTORS</P>
</B><I><P>An investment in our common stock involves a high degree of risk. You should carefully read and consider the risks described below, together with the other information contained in
or incorporated by reference into this prospectus, including under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017, before making a
decision to invest in our common stock. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial may also materially and adversely affect our business operations. If any of the following risks actually occurs, our business, results of operations and financial condition could suffer. In
that case, the trading price of our common stock could decline, and you may lose all or part of your investment.</P>
</I><B><P ALIGN="CENTER">Risks Related to the Rights Offering</P>
<I><P>The price of our common stock is volatile and may decline after you exercise your subscription rights.</P>
</B></I><P>The market price of our common stock is subject to wide fluctuations in response to numerous factors, including factors that have little or nothing to do with us or our performance,
and these fluctuations could materially reduce our stock price. These factors include, among other things, the fact that our stock is relatively thinly traded, and as a result trades of small numbers
of our shares can have a significant impact on the trading price of our stock, business conditions in our markets and the general state of the securities markets and the market for other
agricultural stocks, changes in capital markets that affect the perceived availability of capital to companies in our industry, governmental legislation or regulation and general economic and
market conditions, such as recessions and downturns in the United States or global economy. In addition, the stock market historically has experienced significant price and volume fluctuations.
These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our common stock, which
may make it difficult for you to resell shares of our common stock owned by you at times or at prices that you find attractive.</P>
<B><I><P>If you do not fully exercise your subscription privilege, your interest in us may be significantly diluted, and to the extent you do exercise your subscription rights and the subscription
price is less than the fair value of our common stock, you would experience an immediate dilution of the aggregate fair value of your subscription shares, which could be substantial.</P>
</B></I><P>Up to a maximum of 3,500,000 shares are issuable in the rights offering and/or pursuant to the Backstop Commitment. Accordingly, if you do not exercise your subscription privilege
in full, your interest in us will be significantly diluted upon completion of the rights offering. In addition, if you do exercise your subscription rights and the subscription price is less than the fair
value of our common stock, you would experience immediate dilution of the value of your subscription shares relative to what your value would have been had our common stock been issued at
fair value. This dilution could be substantial.</P>
<B><I><P>The subscription price determined for the rights offering is not an indication of the fair value of our common stock.</P>
</B></I><P>Our board of directors considered a number of factors in determining the price for the rights offering, including:</P>

<UL>
<LI>the price per share at which a new investor and two of our major stockholders, MFP and Wynnefield Capital, Inc., purchased shares in a private placement in July 2017;</LI>
<LI>&quot;pass through&quot; savings as a result of conducting the rights offering with no investment banking support;</LI>
<LI>the price at which our stockholders might be willing to participate in the rights offering;</LI>
<LI>the price per share at which MFP is willing to backstop the rights offering;</LI>
<LI>historical and current trading prices for our common stock, including on a volume weighted average share price basis over certain periods; and</LI>
<LI>the desire to provide an opportunity to our stockholders to participate in the rights offering on a&nbsp;<I>pro rata</I>&nbsp;basis.&nbsp;</LI></UL>

<P>The subscription price is not necessarily related to our book value, results of operations, cash flows, financial condition or net worth or any other established criteria of value and may or may
not be considered the fair value of our common stock at the time the rights offering was approved by our board of directors or during the rights offering period. We cannot assure you that the
trading price of our common stock will not decline after you exercise your subscription rights. We also cannot assure you that you will be able to sell shares purchased in this rights offering at a
price equal to or greater than the subscription price. We do not intend to change the subscription price in response to changes in the trading price of our common stock prior to the closing of the
rights offering.</P>

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<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><I><P>Our board of directors is not making any recommendations regarding your exercise of the subscription rights, and we did not receive a fairness opinion from a financial advisor in
determining the subscription price or the terms of the offering.</P>
</B></I><P>Our board of directors is not making any recommendations regarding your exercise of the subscription rights. In addition, we did not receive a fairness opinion from a financial
advisor in determining the subscription price or the terms of the offering. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot assure you that
the trading price for our common stock will be above the subscription price at the time of exercise or at the expiration of the rights offering period or that anyone purchasing shares at the
subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your own decision whether or not to exercise your subscription rights
based on your own assessment of our business and the rights offering.</P>
<B><I><P>The rights offering may cause the price of our common stock to decline.</P>
</B></I><P>The announcement of the rights offering and its terms, including the subscription price, together with the number of shares of common stock we could issue if this rights offering is
completed, may result in an immediate decrease in the trading price of our common stock. This decrease may continue after the completion of the rights offering. If that occurs, your purchase of
shares of our common stock in the rights offering may be at a price greater than the prevailing trading price. Further, if the holders of the shares received upon exercise of the subscription rights
choose to sell some or all of their shares, the resulting sales could also depress the trading price of our common stock.</P>
<B><I><P>Because you may not revoke or change your exercise of the subscription rights, you could be committed to buying shares above the prevailing trading price at the time the rights
offering is completed.</P>
</B></I><P>Once you exercise your subscription rights, you may not revoke or change the exercise. The trading price of our common stock may decline after you exercise your subscription
right. If you exercise your subscription rights, and, afterwards, the trading price of our common stock decreases below the &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; per share subscription
price, you will have committed to buying
shares of our common stock at a price above the prevailing trading price and could have an immediate unrealized loss. There can be no assurances that the trading price of our common stock
will equal or exceed the subscription price at the time of exercise or at the expiration of the subscription rights offering period.</P>
<B><I><P>You may not be able to resell any shares of our common stock that you purchase pursuant to the exercise of subscription rights immediately upon expiration of the subscription rights
offering period.</P>
</B></I><P>If you exercise subscription rights, you may not be able to resell the common stock purchased by exercising your subscription rights until you, or your broker, custodian bank or other
nominee, if applicable, have received those shares. Moreover, you will have no rights as a stockholder of the shares you purchased in the rights offering until we issue the shares to you.
Although we will endeavor to issue the shares as soon as practicable after completion of the rights offering, including after all necessary calculations have been completed, there may be a delay
between the expiration date of the rights offering and the time that the shares are issued.&nbsp;</P>
<B><I><P>Because we will have broad discretion over the use of the net proceeds from the rights offering, you may not agree with how we use the proceeds.</P>
</B></I><P>We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights
offering to fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain alfalfa assets from DuPont Pioneer) and for general
corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net proceeds for the repayment of debt, including our credit facility with KeyBank
and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or companies. However,
we may allocate the proceeds among these purposes as we determine is appropriate. Moreover, economic, business and financial market conditions may require us to allocate portions of the
net proceeds for other purposes. Accordingly, you will be relying on the judgment of our management with regard to the use of proceeds from the rights offering, and you will not have the
opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner that you consider appropriate.</P>

<P ALIGN="CENTER">                                                       13
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<B><I><P>If you do not act timely and follow the subscription instructions, your exercise of subscription rights will be rejected.</P>
</B></I><P>Stockholders that desire to purchase shares in the rights offering must act promptly to ensure that all required forms and payments are actually received by the subscription agent
prior to the expiration date of the rights offering. If you are a beneficial owner of shares, you must act timely to ensure that your broker, dealer, custodian bank or other nominee acts for you and
that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. We are not responsible if your broker, dealer, custodian
bank or nominee fails to ensure that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. If you fail to complete and
sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering prior to the
expiration of the rights offering period, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we
nor the subscription agent undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form. We have the sole discretion to determine whether the
exercise of your subscription rights properly and timely follows the subscription procedures.</P>
<B><I><P>If you make payment of the subscription price by uncertified personal check, your check may not clear in sufficient time to enable you to purchase shares in the rights offering.</P>
</B></I><P>Any uncertified personal check used to pay the subscription price in the rights offering must clear prior to the expiration date of the rights offering, and the clearing process may
require five or more business days. As a result, if you choose to use an uncertified personal check to pay the subscription price, it may not clear prior to the expiration date, in which event you
would not be eligible to exercise your subscription rights. You may eliminate this risk by paying the subscription price by wire or bank draft drawn on a U.S. bank or a U.S. postal money
order.</P>
<B><I><P>Because the subscription rights are non-transferable, there is no market for the subscription rights.</P>
</B></I><P>You may not sell, transfer or assign your subscription rights to anyone else. Because the subscription rights are non-transferable, there is no market or other means for you to
directly realize any value associated with the subscription rights. You must exercise the subscription rights and acquire additional shares of our common stock to realize any value that may be
embedded in the subscription rights.</P>
<B><I><P>The receipt <A NAME="_cp_text_1_20">of </A>subscription rights <A NAME="_cp_text_1_24">may be treated as a taxable distribution to you</A>.</P>
</B></I><P><A NAME="_cp_text_1_28">We believe the distribution of the subscription rights in this rights offering should be a non-taxable distribution to holders of shares of common stock and
warrants under Section 305(a) of the Internal Revenue Code of 1986, as amended (the &quot;Code&quot;). Please see the discussion of &quot;<A NAME="_cp_text_4_29"></A>Material U.S.
Federal Income Tax Consequences <A NAME="_cp_text_1_30"></A>to U.S. Holders&quot; below. This position is not binding on the IRS, or the courts, however. If this rights offering is deemed
to be part of a &quot;disproportionate distribution&quot; under Section 305 of the Code, your receipt of subscription rights in this offering may be treated as the receipt of a taxable distribution to
you equal to the fair market value of the subscription rights. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any,
with any excess being treated as a tax-free return of capital to the extent thereof and then as capital gain. Each holder of shares of common stock and each holder of warrants is urged to consult
his, her or its own tax advisor with respect to the particular tax consequences of this rights offering.</P>

<P ALIGN="CENTER">                                                       14
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<P><A NAME="s1B4D25886DE97FB3E19127CA0A195FBD"></A></A></P>
</FONT>
<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>

<P ALIGN="CENTER">CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS</P>
</B><P>This prospectus and any applicable prospectus supplement or free writing prospectus, including the documents that we incorporate by reference herein and therein, contain "forward-
looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the &quot;Securities Act&quot;), and Section 21E of the Securities Exchange Act of 1934, as
amended (the &quot;Exchange Act&quot;). These forward-looking statements can generally be identified as such because the context of the statement will include words such as "may," "will,"
"intend," "plan," "believe," "anticipate," "expect," "estimate," "predict," "potential," "continue," "likely," or "opportunity," the negative of these words or words of similar import. Similarly, statements
that describe our future plans, strategies, intentions, expectations, objectives, goals or prospects are also forward-looking statements. Discussions containing these forward-looking statements
may be found, among other places, in the "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections incorporated by reference from our
most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K, as well as any
amendments thereto reflected in subsequent filings with the SEC. </P>
<P>These forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our business, and are subject to risks and
uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The risks and uncertainties include, among others, those noted in "Risk
Factors" above and in any applicable prospectus supplement or free writing prospectus, and those included in the documents that we incorporate by reference herein and therein.</P>
<P>In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or
future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of
operations and financial condition. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the
filing of this prospectus or any applicable prospectus supplement or free writing prospectus, or documents incorporated by reference herein and therein, that include forward-looking
statements.</P>

<P ALIGN="CENTER">                                                       15
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<P style="PAGE-BREAK-BEFORE: always" align=left>


<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">USE OF PROCEEDS</P>
</B><P>We estimate that the net proceeds to us from the sale of our common stock offered in the rights offering and/or pursuant to the Backstop Commitment after deducting estimated offering
expenses, will be approximately $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; . We estimate that the expenses of the rights offering will be
approximately $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; .</P>

<P>We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights offering to
fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain alfalfa assets from DuPont Pioneer) and for general corporate
purposes, including working capital and capital expenditures. </P>
<P>In connection with our December 2014 acquisition of certain alfalfa assets from Dupont Pioneer (the &quot;Dupont Pioneer Acquisition&quot;), we agreed to the terms of a second asset
purchase agreement related to the purchase of DuPont Pioneer's GMO alfalfa assets, subject to certain circumstances, for an aggregate purchase price of $7,000,000. As indicated above, we
intend to use a portion of the net proceeds from the rights offering to fund all or part of this acquisition.</P>
<P>In addition, we may use a portion of the net proceeds for the repayment of debt, including our credit facility with KeyBank and our outstanding promissory note issued to DuPont Pioneer, or
refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or companies. </P>
<P>On September 22, 2015, we entered into a $20.0 million principal amount revolving credit facility with KeyBank National Association (&quot;KeyBank&quot;), which principal amount was
increased to $35.0 million pursuant to a Fourth Amendment Agreement on September 13, 2017 (as amended, the &quot;KeyBank Credit Facility&quot;). The KeyBank Credit Facility has a
maturity date of September 12, 2019 and loans may be based on a Base Rate or Eurodollar Rate (which is increased by an applicable margin of 2.2% per annum), each as defined in the
September 22, 2015 Credit and Security Agreement between us and KeyBank. We may use a material portion of the net proceeds from the rights offering to pay down our principal balance of
the KeyBank Credit Facility.</P>
<P>On December 31, 2014, in connection with the DuPont Pioneer Acquisition, we issued a secured promissory note (the "Pioneer Note") payable by us to DuPont Pioneer in the initial principal
amount of $10,000,000 (issued at closing), and a potential earn-out payment (payable as an increase in the principal amount of the Pioneer Note) of up to $5,000,000 based on our sales under
the distribution and production agreements entered into in connection with the DuPont Pioneer Acquisition, as well as other sales of products we consummate containing the acquired germplasm
in the three-year period following the closing. The Pioneer Note accrues interest at a rate of 3% per annum, and interest is payable in three annual installments, in arrears, commencing on
December 31, 2015. The Pioneer Note matures on December 31, 2017.</P>
<P>Pending these uses, we intend to invest our net proceeds from this offering primarily in cash or short-term equivalents. As of the date of this prospectus, we cannot specify with certainty all of
the particular uses for the net proceeds we will have upon completion of the offering. Accordingly, we will retain broad discretion over the use of these proceeds.</P>

<P ALIGN="CENTER">                                                       16
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<P style="PAGE-BREAK-BEFORE: always" align=left>


<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>

<P ALIGN="CENTER">MARKET PRICE OF OUR COMMON STOCK</P>

<P>Market Information</P>
</B><P>The following table sets forth the range of high and low sales prices per share of our common stock as reported on the NASDAQ Capital Market for the periods indicated.</P>

<TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#000000" CELLPADDING=1 WIDTH=75%>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2> &nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="13%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">High</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="12%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Low</B></FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<B><FONT SIZE=2><P>Year Ended June 30, 2016</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; First Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$5.42</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$4.05</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; Second Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">4.80</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">4.05</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; Third Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">4.78</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">3.90</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; Fourth Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">4.80</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">4.10</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<B><FONT SIZE=2><P>Year Ended June 30, 2017</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; First Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$5.14</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$4.24</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; Second Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5.35</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">4.25</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; Third Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5.00</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">4.15</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; Fourth Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">5.20</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">3.08</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<B><FONT SIZE=2><P>Year Ending June 30, 2018</B></FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; First Quarter &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$4.20</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$2.90</FONT></TD>
</TR>
<TR><TD WIDTH="69%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;&nbsp;&nbsp;&nbsp; Second Quarter (through October 2, 2017)</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">3.20</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">3.05</FONT></TD>
</TR>
</TABLE>


<FONT SIZE=2><P>On October 2, 2017, the closing price as reported on the NASDAQ Capital Market of our common stock was $3.05 per share.</P>

<B><P>Holders</P>
</B><P>As of October 2, 2017, there were 34 stockholders of record holding shares of our common stock.</P>

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<B><P ALIGN="CENTER"><A NAME="s8A04D3F703E69203083A27CA0A9F6EC8"></A></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">DIVIDEND POLICY</P>
</B><P>We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our
business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors and will be
dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that our
board of directors considers relevant. In addition, our credit facility with KeyBank contains restrictions on our ability to pay dividends.</P>


<P ALIGN="CENTER">                                                       18
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<P style="PAGE-BREAK-BEFORE: always" align=left>


</FONT>
<FONT SIZE=1><P ALIGN="CENTER">&nbsp;</P>
</FONT>
<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">DILUTION</P>
</B><P>If you purchase shares of our common stock in this offering, you will experience dilution to the extent of the difference between the price per share you pay in this offering and the net
tangible book value per share of our common stock immediately after this offering. The net tangible book value of our common stock on June 30, 2017 was $16.0 million, or $0.89 per share
(based upon 17,979,681 shares of our common stock outstanding). Net tangible book value per share is equal to the amount of our total tangible assets, less total liabilities, divided by the
aggregate number of shares of our common stock outstanding.</P>

<P>After giving effect to the assumed sale in this rights offering by us of 3,500,000 shares of common stock at a subscription price of $3.50 per share and after deducting estimated offering
expenses payable by us, our as adjusted net tangible book value as of June 30, 2017 would
have been $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  million, or $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  per share of common stock. This represents an immediate
increase in net tangible book value of $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  per share to existing stockholders and immediate dilution in net tangible book
value of $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; per share to investors purchasing shares of our
common stock in this offering. The following table illustrates this per share dilution:</P>

<TABLE BORDER=0 CELLSPACING=1 BORDERCOLOR="#000000" CELLPADDING=2 WIDTH=85%>
<TR><TD WIDTH="78%" VALIGN="TOP">
<FONT SIZE=2><P>Subscription price per share of common stock</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="8%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">         3.50 </FONT></TD>
</TR>
<TR><TD WIDTH="78%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;&nbsp;&nbsp;&nbsp; Net tangible book value per share as of June 30, 2017</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">         0.89 </FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="8%" VALIGN="TOP"><P> &nbsp; </P></TD>
</TR>
<TR><TD WIDTH="78%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;&nbsp;&nbsp;&nbsp; Increase per share attributable to investors in this offering</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="8%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="8%" VALIGN="TOP"><P> &nbsp; </P></TD>
</TR>
<TR><TD WIDTH="78%" VALIGN="TOP">
<FONT SIZE=2><P>As adjusted net tangible book value per share as of June 30, 2017 after giving effect to this offering</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="8%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="8%" VALIGN="TOP">
<FONT SIZE=2><P> &nbsp;  </FONT></TD>
</TR>
<TR><TD WIDTH="78%" VALIGN="TOP">
<FONT SIZE=2><P>Dilution per share to investors participating in this offering</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="8%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P> &nbsp; </P></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD STYLE="border-bottom: black 2.25pt double" WIDTH="8%" VALIGN="TOP"><P> &nbsp; </P></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>The discussion and table above do not take into account further dilution to investors in this offering that could occur upon the exercise of outstanding options and warrants
having a per share exercise price less than the subscription price per share in this offering.</P>
<P>The number of shares of our outstanding common stock reflected in the discussion and table above is based on 17,979,681 shares of common stock outstanding as of June 30, 2017 and
excludes, as of that date:</P>

<UL>
<LI><A NAME="s84B232808C9DB9F1FED027CA0AF321B7"></A>990,528 shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of
$5.12 per share;</LI>
<LI>120,971 shares of our common stock issuable upon the settlement of outstanding restricted stock units;</LI>
<LI>2,699,999 shares of our common stock issuable upon exercise of outstanding warrants at an exercise price of $4.53 per share (as may be adjusted pursuant to their terms); and</LI>
<LI>561,278 shares of our common stock to be reserved for potential future issuance pursuant to Amended and Restated 2009 Equity Incentive Plan.</LI></UL>

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<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><A NAME="s7A46D0A27D248F7A976E27CA0B48C0A1"></A>DESCRIPTION OF CAPITAL STOCK</P>
</B><P>Our authorized capital stock consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock, all with a par value of $0.001 per share. As of October 2, 2017, we
had 20,704,688 shares of common stock and no shares of preferred stock outstanding.</P>

<B><P>Common Stock</P>
</B><P>Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Subject to the preference in dividend rights of any series of
preferred stock that we may issue in the future, the holders of common stock are entitled to receive such cash dividends, if any, as may be declared by our board of directors out of legally
available funds. Upon liquidation, dissolution or winding up, after payment of all debts and liabilities and after payment of the liquidation preferences of any shares of preferred stock then
outstanding, the holders of the common stock will be entitled to participate pro rata in all assets that are legally available for distribution.</P>
<P>Other than the rights described above, the holders of common stock have no preemptive subscription, redemption, sinking fund or conversion rights and are not subject to further calls or
assessments. The rights and preferences of holders of common stock will be subject to the rights of any series of preferred stock that we may issue in the future.</P>
<B><P>Preferred Stock</P>
</B><P>We have never had, and immediately following this offering we will not have, any shares of preferred stock outstanding. Our board of directors, without any further vote or action by our
stockholders, has the authority to issue up to an aggregate of 5,000,000 shares of preferred stock from time to time, in one or more classes or series of shares, on terms that it may determine,
including among other things:</P>

<UL>
<LI>its dividend rate;&nbsp;</LI>
<LI>its liquidation preference;&nbsp;</LI>
<LI>whether or not the shares will be convertible into, or exchangeable for, any other securities; and&nbsp;</LI>
<LI>whether or not the shares will have voting rights, and, if so, determine the extent of the voting powers and the conditions under which the shares will vote as a separate class.</LI></UL>

<P>We believe that our board of directors' ability to issue preferred stock on such a wide variety of terms will enable the preferred stock to be used for important corporate purposes, such as
financing acquisitions or raising additional capital. However, were it inclined to do so, our board of directors could issue all or part of the preferred stock with, among other things, substantial
voting power or advantageous conversion rights. This stock could be issued to persons deemed by our board of directors likely to support our current management in a context for control of us,
either as a precautionary measure or in response to a specific takeover threat. We have no current plans to issue preferred stock for any purpose.</P>
<P>The issuance of preferred stock may delay, deter or prevent a change in control.</P>
<B><P>Anti-Takeover Effects of Certain Provisions of Nevada Law and Our Articles of Incorporation and Bylaws</P>
</B><I><P>Anti-Takeover Effects of Certain Provisions of Nevada Law and Our Articles of Incorporation and Bylaws and the Effect of Nevada Anti-takeover Statute.</P>
</I><P>We are subject to Section 78.438 of the Nevada Revised Statutes, an anti-takeover law. In general, Section 78.438 prohibits a Nevada corporation from engaging in any business
combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless prior to that date, the board of directors of
the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder. Section 78.439 provides that business
combinations after the three year period following the date that the stockholder becomes an interested stockholder may also be prohibited unless approved by the corporation's directors or other
stockholders or unless the price and terms of the transaction meet the criteria set forth in the statute.</P>

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<P>Section 78.416 defines "business combination" to include the following:</P>

<UL>
<LI>any merger or consolidation involving the corporation and the interested stockholder or any other corporation which is an affiliate or associate of the interested stockholder;</LI>
<LI>any sale, transfer, pledge or other disposition of the assets of the corporation involving the interested stockholder or any affiliate or associate of the interested stockholder if the assets
transferred have a market value equal to 5% or more of all of the assets of the corporation or 5% or more of the value of the outstanding shares of the corporation or represent 10% or more of
the earning power of the corporation;</LI>
<LI>subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation with a market value of 5% or more of the value of the
outstanding shares of the corporation;</LI>
<LI>the adoption of a plan of liquidation proposed by or under any arrangement with the interested stockholder or any affiliate or associate of the interested stockholder;</LI>
<LI>any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested
stockholder or any affiliate or associate of the interested stockholder; or</LI>
<LI>the receipt by the interested stockholder or any affiliate or associate of the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.</LI></UL>

<P>In general, Section 78.423 defines an interested stockholder as any entity or person beneficially owning, directly or indirectly, 10% or more of the outstanding voting stock of the corporation
and any entity or person affiliated with or controlling or controlled by any of these entities or persons.</P>

<I><P>Control Share Acquisitions</I>.</P>
<P>The Nevada Business Corporation Law contains a provision governing "Acquisition of Controlling Interest." This law provides generally that any person or entity that acquires 20% or more of
the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of
the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires "control shares"
whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding
control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of
a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. The control share acquisition act is applicable only to shares of "Issuing Corporations" as defined by the act.
An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders of record, with at least 100 of such stockholders being both stockholders of record and residents of
Nevada; and (2) does business in Nevada directly or through an affiliated corporation.</P>
<P>At this time, we do not have 200 stockholders of record or 100 stockholders of record resident of Nevada. Notwithstanding, our Bylaws exempt our common stock from the control share
acquisition act. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares.</P>
<B><P>Our Transfer Agent, Registrar, Subscription Agent and Information Agent</P>
</B><P>Our transfer agent and registrar for our common stock is Transfer Online, Inc., Portland, Oregon. Transfer Online is also serving as the subscription agent and the information agent for
the rights offering.</P>

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</FONT>
<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">DESCRIPTION OF THE RIGHTS OFFERING</P>
</B><P>Before deciding whether to exercise your subscription rights, you should carefully read this prospectus, including the information set forth under the heading "Risk Factors" and the
information that is incorporated by reference into this prospectus, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.</P>

<B><P>The Subscription Rights Generally</P>
</B><P>We are distributing to the holders of our common stock and warrants to purchase our common stock (on an assumed as-exercised basis) as of 5:00 p.m., New York time,
on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017, which is
the record date for this rights offering, at no charge, non-transferable subscription rights to purchase shares of our common stock.
You will receive &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  subscription rights for each
share of common stock you owned or are deemed to own, assuming exercise of the warrants, as applicable, as of 5:00 p.m., New York time, on the record date. The total number of subscription
rights issued to each holder will be rounded down to the nearest whole number.</P>
<P>The subscription rights will be evidenced by subscription rights certificates. Each subscription right includes a basic subscription privilege and an oversubscription privilege which are
described in greater detail below. Subscription rights may be exercised at any time during the subscription period, which commences
on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017, through the expiration date for the rights
offering, which is 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017. You are not required to exercise any of your subscription rights.</P>

<B><P>Subscription Privilege</P>
</B><P>We will distribute &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  subscription rights to each holder of record of our common stock and warrants to purchase our
common stock (on an as-exercised basis) for each share of
common stock held (or deemed to be held) by such holder, together with the holders of the warrants, collectively, for purposes of the rights offering, "stockholders." The total number of
subscription rights issued to each holder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of common stock at a
subscription price of $3.50 per share. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. The subscription privilege will allocate
the rights to purchase up to 3,500,000 shares of common stock (the "offered pool"), allocated&nbsp;<I>pro rata</I>&nbsp;among the stockholders entitled to participate as of the record date. We
will place into escrow the subscribed for shares in the "offered pool," pending completion of the oversubscription portion of the rights offering. See "- Oversubscription Privilege."</P>
<B><P>Oversubscription Privilege</P>
</B><P>If any of our stockholders do not exercise all of the subscription rights issued to them in this rights offering, then each holder who has exercised subscription rights in full will have the
opportunity to purchase additional shares of our common stock at the subscription price of $3.50 per share under the oversubscription right. By extending oversubscription rights to our
stockholders, we are providing those holders who have exercised all of their subscription rights with an opportunity to purchase shares that are not purchased by other stockholders in this rights
offering.</P>
<P>If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full. If, however, there are not enough shares available to fully satisfy all
oversubscription right requests, we will allocate the available shares of common stock&nbsp;<I>pro rata</I>&nbsp;among those stockholders exercising their oversubscription privilege in
proportion to the product (rounded down so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the
number of shares such stockholder subscribed for under the oversubscription privilege by a fraction the numerator of which is the number of unsubscribed shares and the denominator of which is
the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess
payments by mail without interest or deduction as soon as reasonably practical after the expiration date.</P>
<P>In order to properly exercise your oversubscription privilege, you must deliver the subscription payment related to your oversubscription privilege prior to the expiration of the rights offering.
Because we will not know the total number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your
oversubscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available
to you (<I>i.e.</I>, for the maximum number of shares of common stock available to you, assuming you fully exercise your basic subscription privilege and are allotted the full amount of your
oversubscription as elected by you).</P>

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<P>We can provide no assurance that you will actually be entitled to purchase the number of shares issuable upon the exercise of your oversubscription privilege in full at the expiration of the
rights offering. We will not be able to satisfy your exercise of the oversubscription privilege if all of our stockholders exercise their basic subscription privileges in full, and we will only honor an
oversubscription privilege to the extent a sufficient amount of shares of our common stock are available following the exercise of subscription rights under the basic subscription privileges.</P>
<P>To the extent the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the oversubscription privilege is less than the amount you actually
paid in connection with the exercise of the oversubscription privilege, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments
received by the subscription agent will be returned promptly, without interest or penalty. To the extent the amount you actually paid in connection with the exercise of the oversubscription
privilege is less than the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the oversubscription privilege, you will be allocated only the
number of unsubscribed shares for which you actually paid in connection with the oversubscription privilege.</P>

<P>On the date of expiration of the rights offering, the subscription agent will determine the "oversubscription amount," which is the difference between 3,500,000 shares and the number of
shares subscribed for pursuant to the basic subscription privilege. The subscription agent will have the amount of oversubscription requests that each stockholder has indicated it would like to
"purchase." The subscription agent will allocate the oversubscription amount accordingly (<I>i.e.</I>, if the total amount of oversubscription requests is less than the oversubscription amount, the
oversubscription requests will be allocated in full; however, if the amount of oversubscription requests exceeds the oversubscription amount, the subscription agent will allocate the
pool&nbsp;<I>pro rata</I>).</P>
<B><P>Subscription Price</P>
</B><P>Our board of directors considered a number of factors in determining the price for the rights offering, including:</P>

<UL>
<LI>the price per share at which a new investor and two of our major stockholders, MFP and Wynnefield Capital, Inc., purchased shares in a private placement in July 2017;</LI>
<LI>&quot;pass through&quot; savings as a result of conducting the rights offering with no investment banking support;</LI>
<LI>the price at which our stockholders might be willing to participate in the rights offering;</LI>
<LI>the price per share at which MFP is willing to backstop the rights offering;</LI>
<LI>historical and current trading prices for our common stock, including on a volume weighted average share price basis over certain periods; and</LI>
<LI>the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis.&nbsp;</LI></UL>

<P>See "Risk Factors - The subscription price determined for the rights offering is not an indication of the fair value of our common stock."</P>
<P>A member of our board of directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP, one of the purchasers in the above referenced July 2017 private
placement. </P>

<B><P>Expiration Time and Date</P>
</B><P>The subscription rights will expire at 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017, unless we extend it.
We reserve the right to extend the subscription period at our sole discretion. Any
extension of the subscription period for more than 30 days will require MFP's prior written consent. If the expiration date of the rights offering
is so extended, we will give oral or written notice to the subscription agent on or before the scheduled expiration date, and we will issue a press release announcing such extension no later than
9:00 a.m., New York City time, on the next business day after the most recently announced expiration of the rights offering. You must properly complete the subscription rights certificate
distributed by the subscription agent and deliver it, along with the full subscription price, to the subscription agent
prior to 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017, unless the expiration date
is extended. After the expiration of the rights offering period, all unexercised subscription rights will be null and void. We will not be obligated to honor any purported exercise of subscription rights
which the subscription agent receives after the expiration of the offering, regardless of when you sent the documents regarding that exercise. Shares purchased in the rights offering will be
issued, and any subscription payments for shares not allocated or validly purchased will be sent, as soon as practicable following the expiration date of the rights offering.</P>

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<B><P>Shares of Common Stock Outstanding After the Rights Offering</P>
</B><P>As of the record date, there were &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of our common stock outstanding. We will issue up to a maximum of 3,500,000
shares of common stock in the rights offering and/or
pursuant to the Backstop Commitment. Based on the number of shares issued and outstanding as of the record date, if we issue all 3,500,000 shares
of common stock available in this rights offering and/or pursuant to the Backstop Commitment, we
would have &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of common stock issued and outstanding following
the completion of the rights offering. Assuming
no change in the number of shares issued and outstanding as of the record date, the dilution from the rights offering would be approximately &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; %.</P>

<P>The shares of our common stock are listed on the Nasdaq Capital Market under the symbol "SANW."</P>
<B><P>Reasons for the Rights Offering</P>
</B><P>We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights offering to
fund our acquisition of GMO alfalfa assets from DuPont Pioneer and for general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the
net proceeds for the repayment of debt or refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or companies.</P>

<P>In authorizing the rights offering, our board of directors considered and evaluated a number of factors, including:</P>

<UL>
<LI>our current capital resources and our future need for additional liquidity and capital;</LI>
<LI>the size and timing of the rights offering;</LI>
<LI>the potential dilution to our current stockholders if they choose not to participate in the offering;</LI>
<LI>alternatives available for raising capital, including debt and other forms of equity raises;</LI>
<LI>the potential impact of the rights offering on the public float for our common stock;</LI>
<LI>MFP's willingness to backstop the rights offering;</LI>
<LI>that applicable NASDAQ marketplace rules do not require stockholder approval of the rights offering or the Backstop Commitment; and</LI>
<LI>the fact that existing stockholders would have the opportunity to participate on a&nbsp;<I>pro rata</I>&nbsp;basis to purchase additional shares of common stock.</LI>

</UL>

<P>The net proceeds to us, after deducting estimated offering expenses, will be approximately $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , assuming all 3,500,000 shares are
issued in the rights offering and/or pursuant to the
Backstop Commitment. We estimate that the expenses of the rights offering will be approximately $&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  .</P>

<B><P>Investment Agreement</P>
</B><P>We have entered into an Investment Agreement with MFP, pursuant to which MFP has agreed to provide the Backstop Commitment. The unsubscribed shares sold to MFP, if any, will
be issued in a private placement. Accordingly, such shares would not be registered pursuant to the registration statement of which this prospectus forms a part, although we have agreed to
register such shares in a separate registration statement. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP. For more information, see
the section entitled &quot;Description of the Backstop Commitment&quot; of this prospectus. </P>
<B><P>Limitations on the Purchase of Shares of Common Stock</P>
</B><P>Subject to your ability to exercise the oversubscription privilege, you may only purchase the number of whole shares of common stock purchasable upon exercise of the basic
subscription privilege included in the subscription rights distributed to you in the rights offering. Accordingly, the number of shares of common stock that you may purchase in the rights offering is
limited by the number of our shares of common stock or warrants to purchase our common stock you held on the record date. Although stockholders that fully and properly exercise their basic
subscription privilege have the right to exercise the oversubscription privilege, there can be no assurances of the number of shares, if any, that a holder will be able to acquire through the
exercise of the oversubscription privilege. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the opinion of our counsel, be
unlawful.</P>
<P>In addition, we will not be required to issue to you shares of our common stock pursuant to the rights offering if, in our opinion, you are required to obtain prior clearance or approval from any
state or federal regulatory authorities to own or control the shares and if, at the time the rights offering expires, you have not obtained this clearance or approval.</P>

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<B><P>Method of Exercising Subscription Rights</P>
</B><P>The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as follows:</P>
<I><P>Subscription by Registered Holders</P>
</I><P>To exercise your subscription privilege, you must properly complete and execute the subscription rights certificate, together with any required signature guarantees, and forward it,
together with payment in full of the subscription price for each share of our common stock you are subscribing for, to the subscription agent at the address set forth under "- Subscription Agent
and Information Agent" below, on or prior to the expiration date.</P>

<I><P>Subscription by Beneficial Owners</P>
</I><P>If you are a beneficial owner of shares that holds your shares through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you
of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you and exercise your subscription rights and
deliver all documents and payment on your behalf prior to 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017.
If you hold certificates of our common stock directly and would prefer to have your
broker, custodian bank or other nominee act for you, you should contact your nominee and request it to effect the transactions for you.</P>

<P>To indicate your decision with respect to your subscription rights, you should complete and return to your broker, custodian bank or other nominee, the form entitled "Beneficial Owner
Election Form." You should receive this form from your broker, custodian bank or other nominee with the other subscription rights offering materials. You should contact your broker, custodian
bank or other nominee if you do not receive this form, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the form from your broker,
custodian bank or nominee or if you receive it without sufficient time to respond.</P>
<I><P>Medallion Guarantee May Be Required</P>
</I><P>Your signature on each subscription rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the
Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the
subscription agent, unless:</P>

<UL>
<LI>you are a record holder and your subscription rights certificate provides that shares are to be delivered to you as record holder of those subscription rights; or</LI>
<LI>you are an eligible institution.</LI></UL>

<I><P>Instructions for Completing Your Subscription Rights Certificate</P>
</I><P>You should read the instruction letter accompanying the subscription rights certificate carefully and strictly follow it. Do not send subscription rights certificates or payments to us. We will
not consider your subscription received until the subscription agent has received delivery of a properly completed and duly executed subscription rights certificate and payment of the full
subscription amount. The risk of delivery of all documents and payments is borne by you or your nominee, not us or the subscription agent.</P>
<P>The method of delivery of subscription rights certificates and payment of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by
mail, we recommend that you send those certificates and payments by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days
be allowed to ensure delivery to the subscription agent and clearance of payment before the expiration of the subscription period for the rights offering.</P>

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<I><P>Validity of Subscriptions</P>
</I><P>We will resolve all questions regarding the validity and form of the exercise of your subscription privileges, including time of receipt and eligibility to participate in the rights offering. Our
determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We
reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with
your subscriptions before the subscription period expires, unless waived by us at our sole discretion. Neither the subscription agent nor we shall be under any duty to notify you or your
representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to cancel the rights offering, only when a properly completed and duly executed
subscription rights certificate and any other required documents and payment of the full subscription amount have been received by the subscription agent. Our interpretations of the terms and
conditions of the rights offering will be final and binding.</P>
<I><P>No Revocation or Change</P>
</I><P>Once you submit the form of subscription rights certificate to exercise any subscription rights, you are not allowed to revoke or change the exercise or request a refund of monies paid. All
exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain
that you wish to purchase the shares of common stock offered pursuant to this rights offering.</P>

<B><P>Payment for Shares</P>
</B><I><P>Method of Payment</P>
</I><P>Your payment of the subscription price must be made in U.S. dollars for the full number of shares of common stock you wish to acquire under the subscription privilege by either:</P>

<UL>
<LI>wire transfer of immediately available funds to accounts maintained by the subscription agent;</LI>
<LI>uncertified check payable to "Transfer Online, Inc. (acting as subscription agent for S&amp;W Seed Company)";</LI>
<LI>bank draft drawn upon a U.S. bank and payable to "Transfer Online, Inc. (acting as subscription agent for S&amp;W Seed Company)"; or</LI>
<LI>U.S. postal money order payable to "Transfer Online, Inc. (acting as subscription agent for S&amp;W Seed Company)."</LI></UL>

<P>If you hold your rights through a broker, dealer, custodian bank or other nominee, you must deliver the applicable subscription payment and a completed form entitled "Beneficial Owner
Election Form&quot; (or such other appropriate documents as are provided by your nominee related to your subscription rights) to your nominee in each case, prior to the expiration of the rights
offering.</P>
<I><P>Segregated Account; Return of Funds</P>
</I><P>The subscription agent will hold funds received in payment for shares of the common stock in a segregated account pending completion of the rights offering. The subscription agent will
hold this money until the rights offering is completed or is cancelled. If the rights offering is cancelled for any reason, we will return this money to subscribers, without interest or penalty, as soon
as practicable.</P>
<I><P>Receipt of Payment</P>
</I><P>Your payment will be considered received by the subscription agent only upon:</P>

<UL>
<LI>clearance of any uncertified check deposited by the subscription agent; or</LI>
<LI>receipt by the subscription agent of any wire or bank draft drawn upon a U.S. bank or any U.S. postal money order.</LI></UL>

<P>Payment received after the expiration of the rights offering period will not be honored, and, in that case, the subscription agent will return your payment to you, without interest or penalty, as
soon as practicable.</P>

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<I><P>Clearance of Uncertified Checks</P>
</I><P>If you are paying by uncertified personal check, please note that payment will not be deemed to have been received by the subscription agent until the check has cleared, which could
take at least five or more business days to clear. If you wish to pay the subscription price by uncertified personal check, we urge you to make payment sufficiently in advance of the time the rights
offering expires to ensure that your payment is received by the subscription agent and clears by the rights offering expiration date. We urge you to consider making your payment by wire transfer
or, as an alternative, using a bank draft or U.S. postal money order.</P>
<B><P>Missing or Incomplete Subscription Information</P>
</B><P>If you do not indicate the number of basic and, if applicable, oversubscription rights being exercised or complete the other required information, or do not forward full payment of the total
subscription price payment for the number of subscription rights that you indicate are being exercised, then you will be deemed to have exercised your subscription rights with respect to the
maximum number of subscription rights that may be exercised with the aggregate subscription price payment you delivered to the subscription agent. If we do not apply your full subscription
price payment to your purchase of shares of our common stock, we or the subscription agent will return the excess amount to you by mail, without interest or penalty, as soon as practicable after
the expiration date of the rights offering.</P>
<B><P>Amendment, Withdrawal and Termination</P>
</B><P>The period for exercising your subscription rights may be extended by our board of directors in its reasonable discretion. Any extension of the subscription period for more than 30 days
will require MFP's prior written consent. Our board of directors does not currently intend to extend the expiration of the rights offering.</P>
<P>If we cancel the rights offering, in whole or in part, all affected subscription rights will expire without value, and all subscription payments received by the subscription agent will be returned,
without interest or penalty, as soon as practicable. If we cancel the rights offering, we will issue a press release notifying stockholders of the cancellation.</P>
<B><P>Notice to Brokers and Nominees</P>
</B><P>If you are a broker, custodian bank or other nominee holder that holds shares of our common stock for the account of others on the rights offering record date, you should notify the
respective beneficial owners of such shares of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions
from the beneficial owner with respect to their subscription rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so
instructs, you should complete the appropriate subscription rights certificates and submit them to the subscription agent with the proper payment. If you hold shares of our common stock for the
account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all such beneficial owners in the aggregate otherwise would have been entitled had
they been direct record holders of our common stock on the subscription rights offering record date, provided that you, as a nominee record holder, make a proper showing to the subscription
agent by submitting the form entitled "Nominee Holder Certification" that we will provide to you with your subscription rights offering materials. If you did not receive this form, you should contact
the subscription agent to request a copy.</P>
<B><P>Transferability of Subscription Rights</P>
</B><P>The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone else.</P>
<B><P>Delivery of Shares of Common Stock</P>
</B><P>All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights
holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common stock purchased pursuant to the
subscription privilege and oversubscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase
by exercise of your subscription rights in order to comply with state securities laws.</P>

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<B><P>Rights of Subscribers</P>
</B><P>You will have no rights as a stockholder of our common stock until your account, or your account at your broker, custodian bank or other nominee is credited with the shares of our
common stock purchased in the rights offering. You will have no right to revoke your subscriptions after you deliver your completed subscription rights certificate, payment and any other required
documents to the subscription agent.</P>
<B><P>Foreign and Other Stockholders</P>
</B><P>We will not mail subscription rights certificates to stockholders whose addresses are outside the United States or who have an army post office or foreign post office address. The
subscription agent will hold these subscription rights certificates for their account. To exercise subscription rights, our foreign stockholders and stockholders with an army post office or foreign
post office address must notify the subscription agent prior to 11:00 a.m., New York time, at least three business days prior to the expiration date of the rights offering and demonstrate to the
satisfaction of the subscription agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such stockholder.</P>
<B><P>No Recommendation to Subscription Rights Holders</P>
</B><P>Our board of directors is making no recommendations regarding your exercise of the subscription rights. You are urged to make your own decision whether or not to exercise your
subscription rights based on your own assessment of our business and the rights offering. See "Risk Factors" in this prospectus and in any document incorporated by reference into this
prospectus.</P>
<B><P>Miscellaneous</P>
</B><I><P>No Brokers, Dealers or Underwriters</P>
</I><P>We have not employed any brokers, dealers or underwriters in connection with the solicitation of exercise of rights, and, except as described herein, no other commissions, underwriting
fees or discounts will be paid in connection with this rights offering.</P>
<I><P>Subscription Agent and Information Agent</P>
</I><P>Transfer Online, Inc. is acting as the subscription agent and information agent for the rights offering under an agreement with us. All subscription rights certificates, payments of the
subscription price (other than wire transfers) and nominee holder certifications, to the extent applicable to your exercise of subscription rights, must be delivered to Transfer Online, Inc. as
follows:</P>
<DIR>

<P>Transfer Online, Inc.<BR>
512 SE Salmon Street<BR>
Portland, OR 97214<BR>
Attn: Reorganization Department</P>
</DIR>

<P>You should direct any questions or requests for assistance concerning the method of subscribing for the shares of common stock or for additional copies of this prospectus to Transfer
Online, Inc. at (503) 227-2950.</P>
<P>We will pay the fees and expenses of Transfer Online, Inc., as subscription agent and information agent.</P>
<P>If you deliver subscription documents or subscription rights certificates in a manner different than that described in this prospectus, then we may not honor the exercise of your subscription
privilege.</P>
<I><P>Escrow Agent</P>
</I><P>Transfer Online, Inc. will serve as escrow agent to hold the offered pool subscribed shares pending completion of the oversubscription portion of the rights offering. We will pay the fees
and expenses of Transfer Online, Inc., in its capacity as escrow agent.</P>

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<B><P>Other Matters</P>
</B><P>We are not making the rights offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our
common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or
exercising the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in
order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay
allocation and distribution of any shares you may elect to purchase by exercise of your subscription privileges in order to comply with state securities laws. We may decline to make modifications
to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or
state laws or regulations from accepting or exercising the subscription rights you will not be eligible to participate in the rights offering.</P>
<B><P>Questions About Exercising Subscription Rights</P>
</B><P>If you have any questions or require assistance regarding the method of exercising your subscription rights or requests for additional copies of this document or the Instructions as to the
Use of S&amp;W Seed Company Subscription Rights Certificates distributed by the subscription agent, you should contact Transfer Online, Inc. at (503) 227-2950.</P>

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<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">DESCRIPTION OF THE BACKSTOP COMMITMENT</P>
</B><P>Below is a brief summary of matters related to the Backstop Commitment.</P>
<B><P>Investment Agreement</P>
</B><P>Pursuant to the Investment Agreement, MFP has agreed to provide the Backstop Commitment. The unsubscribed shares sold to MFP, if any, are being offered and sold to MFP in a
private placement, although we have agreed to register such shares in a separate registration statement. </P>
<P>MFP's obligation to provide the Backstop Commitment under the Investment Agreement is subject to customary conditions, including, but not limited to, the following: (i) the effectiveness of
the registration statement of which this prospectus is a part; (ii) the rights offering being conducted in accordance with the terms and conditions of the Investment Agreement and this prospectus;
(iii) MFP having received certain notices from us; (iv) all governmental and third party notifications, filings, consents, waivers and approvals required for the consummation of the transactions
contemplated by the Investment Agreement having been made or received; (v) no legal impediment to the issuance of shares pursuant to the rights offering or the Backstop Commitment; (vi) us
being in good standing as of the closing date of the rights offering and the other transactions contemplated by the Investment Agreement; (vii) the accuracy of our representations and warranties
made in the Investment Agreement; (viii) our compliance in all material respects with our covenants made in the Investment Agreement; (ix) the absence of any changes or events that,
individually or in the aggregate, would reasonably be expected to result in a material adverse effect (as defined in the Investment Agreement); (x) reimbursement of MFP's expenses in
connection with the Investment Agreement; and (xi) the absence of certain adverse market events. </P>
<P>The Investment Agreement may be terminated at any time prior to the closing of the rights offering and the issuances contemplated by the Investment Agreement: </P>

<UL>
<LI>by mutual written consent; </LI></UL>



<UL>
<LI>by MFP, under the following circumstances: (i) if we breach any covenant or representation or warranty that would cause the failure to satisfy a closing condition and is not capable of being
cured by February 28, 2018; (ii) if the rights offering has not commenced by February 28, 2018; (iii) after February 28, 2018, if the rights offering has not been completed by reason other than a
breach by MFP of its obligations under the Agreement; or</LI></UL>



<UL>
<LI>by us under the following circumstances: (i) if MFP breaches any covenant or representation or warranty that would cause the failure to satisfy a closing condition and is not capable of cure
by February 28, 2018; or (ii) after February 28, 2018, if the rights offering has not been completed by reason other than our breach of our obligations under the Agreement.</LI></UL>

<P>We have agreed to indemnify MFP and its affiliates, and its and their respective officers, directors, members, partners, employees, agents and controlling persons for losses arising out of the
rights offering, the Investment Agreement or any of the transactions contemplated by the Investment Agreement, subject to certain exceptions. </P>
<P>We are not paying a fee to MFP in connection with the Backstop Commitment. However, we have agreed to reimburse MFP for its reasonable costs and expenses, not to exceed $50,000 in
the aggregate.</P>
<P>Pursuant to the Investment Agreement, MFP will receive certain customary registration rights with respect to the shares of common stock that it acquires under the Investment
Agreement.</P>

<B><P>MFP Ownership </P>
</B><P>As of the record date, MFP owned &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of common stock,
representing approximately &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; % of our issued and outstanding shares of common stock as of such date.
Following completion of the rights offering and after giving effect to the Backstop Commitment, if no other stockholders exercise their subscription rights in the rights offering, MFP will own
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  shares of our common stock, representing
approximately &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; % of our issued and outstanding shares of common stock. One of our directors, Alexander C. Matina, is Vice President of
Investments of the general partner of MFP. </P>

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<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES <A NAME="_cp_text_1_33">TO U.S. HOLDERS</A></P>
</B><P>The following discussion is a summary of the material U.S. federal income tax consequences <A NAME="_cp_text_1_35">to U.S. Holders (as defined below) relating to </A>the receipt
and exercise <A NAME="_cp_text_1_37">(or expiration) of the subscription rights acquired through the rights offering and the ownership and disposition of shares of our common stock received
upon exercise </A>of the subscription rights<A NAME="_cp_text_1_51">.</P>
<P><A NAME="_cp_text_1_52"></A>This </A>summary <A NAME="_cp_text_1_58">deals only with subscription rights acquired through the rights offering and shares of our common stock
acquired upon exercise of subscription rights, in each case, that are held as capital assets by a beneficial owner. This discussion applies only to U.S. Holders </A>and does not address all
aspects of U.S. federal income taxation that may be relevant to <A NAME="_cp_text_1_60">U.S. <A NAME="_cp_text_1_62"></A>H</A>olders in light of their <A
NAME="_cp_text_1_64">personal </A>circumstances<A NAME="_cp_text_1_66">, including the alternative minimum tax and the Medicare contribution tax on investment income. This
discussion also does not address tax consequences to U.S. <A NAME="_cp_text_1_68"></A>H</A>olders <A NAME="_cp_text_1_70">that </A>may be subject to special tax <A
NAME="_cp_text_1_72">rules</A>, including, without limitation, insurance companies, real estate investment trusts, <A NAME="_cp_text_1_75">regulated investment companies, corporations
that accumulate income to avoid U.S. federal income tax, grantor trusts, tax-exempt organizations, employee stock purchase plans, </A>partnerships and other <A
NAME="_cp_text_1_77">pass</A>-through entities, <A NAME="_cp_text_1_79">persons holding subscription rights, shares of </A>our common stock or <A NAME="_cp_text_1_81">warrants
</A>as part of a hedg<A NAME="_cp_text_1_83">ing</A>, <A NAME="_cp_text_1_84">integrated, conversion or constructive sale transaction, a synthetic security or a </A>straddle, or <A
NAME="_cp_text_1_86">an</A>other <A NAME="_cp_text_1_87">risk </A>reduction <A NAME="_cp_text_1_90">strategy, financial institutions, brokers, dealers in securities or currencies,
traders that elect to mark-to-market their securities, persons that acquired subscription rights, shares of our common stock or warrants in connection with employment or other performance of
services, and persons that have a functional currency other than the U.S. dollar. In addition, the discussion does not describe any tax consequences arising out of the tax laws of any state, local
or foreign jurisdiction, or any U.S. federal tax considerations other than income taxation (such as estate, generation skipping or gift taxation).</A></P>
<P><A NAME="_cp_text_1_92">The discussion below is based upon the provisions of the Internal Revenue <A NAME="_cp_text_4_93"></A>Code of 1986, as amended, or the Code<A
NAME="_cp_text_1_94"></A>, the United States Treasury regulations promulgated thereunder, rulings and judicial decisions, as of the date hereof, and such authorities may be repealed,
revoked or modified, perhaps retroactively. We have not sought, and will not seek, any rulings from <A NAME="_cp_text_4_95"></A>the Internal Revenue Service, or the <A
NAME="_cp_text_1_96"></A>IRS, regarding the matters discussed below. There can be no assurance that the IRS or a court (if the matter were contested) will not take positions concerning the
tax consequences of the receipt of subscription rights acquired through the rights offering by persons holding shares of our common stock or warrants, the exercise (or expiration) of the
subscription rights, or the acquisition, ownership and disposition of shares of our common stock, in each case that are different from those discussed below.</P>
<P><A NAME="_cp_text_1_97"></A>As used herein, a "U.S. Holder" means a beneficial owner of shares of our common stock, warrants, subscription rights or shares of our common stock
acquired upon exercise of subscription rights, as the case may be, that is for <A NAME="_cp_text_4_98"></A>U.S. federal income tax <A NAME="_cp_text_1_99"></A>purposes: (1) an
individual who is a citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States or any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (a) the
administration of which is subject to the primary supervision of a court within the United States and one or more United States persons as described <A NAME="_cp_text_4_100"></A>in Section
7701(a)(30) of the Code <A NAME="_cp_text_1_101"></A>have authority to control all substantial decisions of the trust or (b) that has a valid election under the Treasury Regulations in effect to
be treated as a United States person. </P>
<P><A NAME="_cp_text_1_102"></A>If any entity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes is the record owner, the U.S.
federal income tax treatment of a partner (or participant in another pass-through entity) generally will depend upon the status of the person and the activities of the entity. Holders that are
partnerships or other pass-through entities (and partners in such partnerships and participants in such entities) are urged to consult their own tax advisors.</P>

<P><A NAME="_cp_text_1_103"></A>HOLDERS OF SHARES OF OUR COMMON STOCK OR WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE
APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS,
FOREIGN, STATE AND LOCAL LAWS AND TAX TREATIES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP AND
DISPOSITION OF SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS.</P>

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<B><I><P><A NAME="_cp_text_1_104"></A>Taxation of Subscription Rights</P>
</B><P><A NAME="_cp_text_1_105"></A>Receipt of Subscription Rights</P>
</I><P>Although the authorities governing transactions such as this rights offering are complex and do not specifically address the consequences of certain aspects of this rights offering,
including the distribution of subscription rights to warrant holders and the effects of the oversubscription privilege, we do not believe your receipt of subscription rights <A
NAME="_cp_text_4_107"></A>pursuant to the rights offering <A NAME="_cp_text_1_108"></A>should be treated as a taxable distribution with respect to your existing shares of common stock
or warrants for U.S. federal income tax purposes. Pursuant to Section 305(a) of the Code, in general, the receipt by a stockholder of a right to acquire stock should not be included in the taxable
income of the recipient. For this purpose, rights to acquire stock are treated as stock, so that holders of warrants would be treated as stockholders. The general rule of non-recognition in Section
305(a) is subject to exceptions in Section 305(b), which include "disproportionate distributions.&quot; A disproportionate distribution is a distribution or a series of distributions, including deemed
distributions, that has the effect of the receipt of cash or other property by some stockholders and an increase in the proportionate interest of other stockholders in a corporation's assets or
earnings and profits. During the last 36 months, we have not made any distributions of cash or non-stock property with respect to: (i) our common stock or (ii) our options or warrants to acquire
common stock. Currently we do not intend to make any future distributions of cash or non-stock property with respect to: (i) our common stock or (ii) our options or warrants to acquire our
common stock; however, there is no guarantee that we will not make such distributions in the future<A NAME="_cp_text_1_111"></A></A>.</P>
<P><A NAME="_cp_text_1_113"></A>Our position regarding the tax-free treatment of the </A>subscription rights <A NAME="_cp_text_1_117">distribution is not binding on the IRS or the
courts. If our position is finally determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the </A>subscription rights is <A NAME="_cp_text_1_119">a
"disproportionate distribution" or otherwise, </A>the fair market value of the subscription rights <A NAME="_cp_text_1_121">would be taxable <A NAME="_cp_text_4_122"></A>to holders of
our common stock <A NAME="_cp_text_1_123"></A>as a dividend to the extent of the </A>holder's <A NAME="_cp_text_1_126">pro rata </A>share of <A NAME="_cp_text_1_128">our
</A>current <A NAME="_cp_text_1_130">and </A>accumulated earnings and profits, <A NAME="_cp_text_1_134">if any, with any excess being </A>treated as a tax-free return of capital to the
extent of the stockholder<A NAME="_cp_text_1_136">'</A>s tax basis in <A NAME="_cp_text_1_139">our </A>stock and then as capital gain. <A NAME="_cp_text_1_142">Although no
assurance can be given, it is anticipated that we will not have current and accumulated earnings and profits through the end of 2017.<A NAME="_cp_text_28_143"></A></A> <A
NAME="_cp_text_1_145"></A>Further, if our position is incorrect, the treatment of holders of warrants may differ from the treatment of the subscription rights distribution to the holders of our
common stock. The warrant holders may be treated in a manner similar to holders of our common stock but it is possible that they may be subject to different and more adverse U.S. federal
income tax consequences.</A></P>
<P><A NAME="_cp_blt_2_149"><A NAME="_cp_text_1_151"></A>The following discussion is based upon the treatment of the subscription rights issuance as a non-taxable distribution with
respect to your existing shares of common stock or warrants for U.S. federal income tax purposes.</P>
<I><P><A NAME="_cp_text_1_152"></A>Tax Basis in the Subscription Rights</P>
</I><P><A NAME="_cp_text_1_154"></A>If </A>the fair market value of the subscription rights <A NAME="_cp_text_1_156">you receive in respect of your existing shares of common stock is
less than </A>15% of the fair market value <A NAME="_cp_text_1_158">of your existing shares of </A>common stock <A NAME="_cp_text_1_160">on the date you receive </A>the
subscription rights<A NAME="_cp_text_1_162">, the subscription rights will have a zero dollar basis for </A>U.S. federal income tax <A NAME="_cp_text_1_164">purposes, unless you elect to
allocate your basis in your existing shares of common stock between those existing holdings and the subscription rights in proportion to the relative fair market values of the existing holdings and
the subscription rights, each determined on the date of receipt of the subscription rights. If you elect to allocate basis between your existing holdings and the subscription rights, you must make
this election on a statement included with a timely filed tax return (including extensions) </A>for the taxable year in which <A NAME="_cp_text_1_165">you receive </A>the subscription rights<A
NAME="_cp_text_1_167">. The election is irrevocable.</P>
<P><A NAME="_cp_text_1_169"></A>If the fair market value of the subscription rights you receive in respect of your existing shares </A>common stock <A NAME="_cp_text_1_171">is 15% or
more of the fair market value of your existing shares of common stock on the date you receive </A>the subscription rights, then <A NAME="_cp_text_1_173">you must allocate the </A>basis in
<A NAME="_cp_text_1_175">your existing holdings </A>between <A NAME="_cp_text_1_177">those holdings </A>and the subscription rights in proportion to their fair market values <A
NAME="_cp_text_1_179">determined </A>on the date <A NAME="_cp_text_1_180">you receive </A>the subscription rights<A NAME="_cp_text_1_182">. It is unclear whether the rules for
allocating tax basis will apply in the same way to </A>subscription rights received <A NAME="_cp_text_1_184">with respect to warrants. We urge you to consult with your own tax advisor as to
the computation of the basis in subscription rights received with respect to our warrants. </P>
<P><A NAME="_cp_blt_2_202"><A NAME="_cp_text_1_186"></A></A>The </A>fair market value of the <A NAME="_cp_text_1_188">subscription rights </A>on the date <A
NAME="_cp_text_1_189">that </A>the subscription rights are distributed <A NAME="_cp_text_1_193">is uncertain, and we have </A>not obtained, and <A NAME="_cp_text_1_195">do
</A>not intend to obtain, an appraisal of the fair market value of the subscription rights on <A NAME="_cp_text_1_197">that date. In determining <A NAME="_cp_text_4_198"></A>the fair
market value of the subscription rights<A NAME="_cp_text_1_199"></A>, you should consider all relevant facts and circumstances, including but not limited to any difference between the
subscription price of the subscription rights and the trading price of our shares of common stock on </A>the date <A NAME="_cp_text_1_200">that </A>the subscription rights are distributed<A
NAME="_cp_text_1_201">, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are non-transferable</A>.</P>
<I><P><A NAME="_cp_blt_2_213"><A NAME="_cp_text_1_215"></A>Exercise of Subscription Rights</P>
</I><P><A NAME="_cp_blt_2_251"><A NAME="_cp_text_1_217"></A></A></P>
<P>Generally, you </A>will not recognize gain or loss upon the exercise of <A NAME="_cp_text_1_220">a </A>subscription right received <A NAME="_cp_text_1_223">pursuant to </A>the
rights offering. <A NAME="_cp_text_1_225">Your adjusted </A>tax basis in the <A NAME="_cp_text_1_226">shares of </A>common stock acquired through <A NAME="_cp_text_1_227">the
</A>exercise of <A NAME="_cp_text_1_229">such </A>subscription rights <A NAME="_cp_text_1_231">should </A>equal the sum of <A NAME="_cp_text_1_232">(i) </A>the subscription
price <A NAME="_cp_text_1_233">paid </A>for the <A NAME="_cp_text_1_235">shares, plus (ii) </A>the tax basis, if any, in the <A NAME="_cp_text_1_238">subscription rights immediately
prior to such exercise</A>. The holding period for <A NAME="_cp_text_1_240">shares of </A>common stock acquired <A NAME="_cp_text_1_242">upon </A>exercise of <A
NAME="_cp_text_1_244">such </A>subscription rights will begin <A NAME="_cp_text_1_246">on </A>the date the subscription right <A NAME="_cp_text_1_249">is </A>exercised.</P>

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<P><A NAME="_cp_text_1_252">If you exercise a subscription right received in the rights offering after disposing of the shares of our common stock or warrants <A
NAME="_cp_text_4_253"></A>with respect to which such subscription <A NAME="_cp_text_1_254"></A>right is received, then certain aspects of the tax treatment of the exercise of the
subscription right are unclear, including (1) the allocation of the tax basis between the shares of common stock or warrants previously sold and the subscription right, (2) the impact of such
allocation on the amount and timing of gain or loss recognized with respect to the shares of our common stock or warrants previously sold and (3) the impact of such allocation on the tax basis of
the shares of our common stock acquired upon exercise of the subscription right. If you exercise a subscription right <A NAME="_cp_text_4_255"></A>received in the rights offering <A
NAME="_cp_text_1_256"></A>after disposing of shares of common stock or warrants with respect to which such subscription right is received, you should consult with your own tax advisor.</P>
<I><P><A NAME="_cp_text_1_257"></A>Expiration of Subscription Rights</P>
</I><P><A NAME="_cp_text_1_258"></A></P>
<P>If you allow <A NAME="_cp_text_4_259"></A>subscription rights received in the rights offering to expire<A NAME="_cp_text_1_260"></A>, you should <A
NAME="_cp_text_4_261"></A>not recognize any gain or loss <A NAME="_cp_text_4_262"></A>for U.S. federal income tax purposes, <A NAME="_cp_text_1_263"></A>and you should re-
allocate any <A NAME="_cp_text_4_264"></A>portion of the tax basis in <A NAME="_cp_text_1_265"></A>your existing shares of common stock or warrants previously allocated to the expired
subscription rights to the existing shares of common stock or warrants.</P>
<B><I><P><A NAME="_cp_text_1_266"></A>Taxation of Common Stock</P>
</B><P><A NAME="_cp_text_1_267"></A>Distributions</P>
</I><P><A NAME="_cp_text_1_268"></A></P>
<P>Distributions with respect to shares of our common stock acquired upon exercise of subscription rights will be taxable as dividend income when the distribution is actually or constructively
received to the extent of our current or accumulated earnings and profits as determined <A NAME="_cp_text_4_269"></A>for U.S. federal income tax purposes. <A
NAME="_cp_text_1_270"></A></P>
<P><A NAME="_cp_text_1_271"></A></P>
<P>Dividend income received by certain non-corporate U.S. Holders with respect to shares of our common stock generally will be "qualified dividends" subject to preferential rates of <A
NAME="_cp_text_4_272"></A>U.S. federal income tax<A NAME="_cp_text_1_273"></A>, provided that the U.S. Holder meets applicable holding period and other requirements. Subject to
similar exceptions for short-term and hedged positions, dividend income on our shares of common stock paid to U.S. Holders that are domestic corporations generally will qualify for the
dividends-received deduction. To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of
capital to the extent of your adjusted tax basis in your shares of our common stock and thereafter as capital gain.</P>

<I><P><A NAME="_cp_text_1_274"></A>Dispositions</P>
</I>
<P><A NAME="_cp_text_1_275"></A>If you sell or otherwise dispose of shares of common stock acquired upon exercise of subscription rights in a taxable transaction, you will generally
recognize capital gain or loss equal to the difference between the amount realized and your <A NAME="_cp_text_4_276"></A>adjusted tax basis in the <A
NAME="_cp_text_1_277"></A>shares. The capital gain or loss will be long-term capital gain or loss if your holding period for the shares is more than one year at the time of disposition.
Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations. </P>

<B><I><P><A NAME="_cp_text_1_278"></A>Information Reporting and Backup Withholding</P>
</B></I><P><A NAME="_cp_text_1_279"></A></P>
<P>You may be subject to information reporting and/or backup withholding if you receive dividend payments (including constructive dividends) or receive gross proceeds from the disposition of
shares of our common stock acquired through the exercise of subscription rights. Backup withholding (currently at the rate of 28%) may apply under certain circumstances if you (1) fail to furnish
your social security or other taxpayer identification number, or TIN, (2) furnish an incorrect TIN, (3) fail to report interest or dividends properly or (4) fail to provide a certified statement, signed
under penalty of perjury, that the TIN provided is correct, that you are not subject to backup withholding and that you are a U.S. person <A NAME="_cp_text_4_280"></A>for U.S. federal income
tax purposes <A NAME="_cp_text_1_281"></A>on IRS Form W-9. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle you
to a refund with respect to) your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Certain persons, including corporations and certain financial
institutions, that demonstrate this fact, if requested, are exempt from information reporting and backup withholding. You are urged to consult your own tax advisor as to your qualification for
exemption from backup withholding and the procedure for obtaining such exemption.</P>

<P ALIGN="CENTER">                                                       33
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<P style="PAGE-BREAK-BEFORE: always" align=left>

<P>THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS IS NOT TAX ADVICE. HOLDERS OF SUBSCRIPTION RIGHTS,
SHARES OF OUR COMMON STOCK AND WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS
TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE AND LOCAL LAWS AND TAX TREATIES OF
THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES OF OUR COMMON STOCK
ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS.</A></P>

<P ALIGN="CENTER">                                                       34
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<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">PLAN OF DISTRIBUTION</P>
</B><P>We will distribute the subscription rights, subscription rights certificates and copies of this prospectus to persons who owned shares of our common stock or warrants to purchase our
common stock of record as of 5:00 p.m., New York time, on &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; , 2017, the record date for the rights offering.
If you wish to exercise your subscription rights and purchase shares of
common stock, you should complete the subscription rights certificate and return it with payment for the shares, to the subscription agent, Transfer Online, Inc. See "Description of the Rights
Offering - Method of Exercising Subscription Rights." If you have any questions, you should contact the information agent, Transfer Online, Inc., at (503) 227-2950. The subscription rights will not
be listed on any stock exchange or market or on the OTC Markets. Our shares of common stock are listed on the Nasdaq Capital Market under the symbol "SANW."</P>

<P>We have agreed to pay the subscription agent and information agent customary fees plus certain expenses in connection with the rights offering. We have not employed any brokers, dealers
or underwriters in connection with the solicitation of exercise of subscription rights. Except as described in this section, we are not paying any other commissions, underwriting fees or discounts
in connection with the rights offering. Some of our employees may solicit responses from you as a holder of subscription rights, but we will not pay our employees any commissions or
compensation for these services other than their normal employment compensation. We estimate that our total expenses in connection with the rights offering will be approximately $  &nbsp; &nbsp; &nbsp; &nbsp; .</P>



<P ALIGN="CENTER">                                                       35
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<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>

<P ALIGN="CENTER">LEGAL MATTERS</P>
</B><P ALIGN="CENTER">&nbsp;</P>
<P>The validity of the subscription rights and the common stock issuable upon exercise of the subscription rights offered by this prospectus will be passed upon for us by Jolie Kahn, Esq.,
Philadelphia, Pennsylvania. </P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER"><A NAME="s446446A03D91238C237727CA0C0D4A32"></A>EXPERTS</P>
</B><P ALIGN="CENTER">&nbsp;</P>
<P>The consolidated financial statements as of June 30, 2017 and 2016, and for the years then ended incorporated in this prospectus by reference to the Annual Report on Form 10-K for the
year ended June 30, 2017 have been so incorporated in reliance on the report of Crowe Horwath LLP, independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.</P>


<P ALIGN="CENTER">                                                       36
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<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><P ALIGN="CENTER"><A NAME="sFA3269989C1C750413EB27CA0C3F2F07"></A></P>

<P ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE</P>
</B>
<P>We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a
part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed with the registration statement. For further information about us
and the common stock offered hereby, we refer you to the registration statement and the exhibits filed with the registration statement. Statements contained in this prospectus regarding the
contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by
reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the filed exhibits may be inspected without
charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from
that office at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.</P>

<P>We are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, are required to file periodic reports, proxy statements and other
information with the SEC. These periodic reports, proxy statements and other information are available for inspection and copying at the SEC's public reference facilities and the website of the
SEC referenced above. We make available free of charge, on or through the investor relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. The information found on our website, other than as specifically incorporated by reference in this prospectus, is not part of this prospectus.</P>

<P>The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to another document that we
have filed separately with the SEC. The information incorporated by reference is an important part of this prospectus. Information in this prospectus supersedes information incorporated by
reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this
prospectus. We also incorporate by reference into this prospectus the following documents as well as all documents (other than current reports or portions thereof furnished under Item 2.02 or
Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by
the SEC) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this
prospectus is a part and prior to effectiveness of the registration statement, and (ii) after the effectiveness of the registration statement but prior to the termination of the offering of the securities
covered by this prospectus:</P>


<UL>
<LI><A NAME="P258044691">our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on September 20, 2017; </LI>
<LI>our Current Reports on Form 8-K filed with the SEC on July 20, 2017, July 21, 2017, September 14, 2017, September 18, 2017 and October 4, 2017; and</LI>
<LI>the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on April 23, 2010, including any amendments and reports filed for the purpose of
updating such description.</LI></UL>


<P>We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are
incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You should direct
any requests for documents by writing us at 802 N. Douty Street, Hanford, California 93230, Attn: Corporate Secretary or telephoning us at (559) 884-2535.</P>

<P>We maintain a website at http://swseedco.com. Information contained in or accessible through our website does not constitute a part of this prospectus.</P>

<P></A>Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes
of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or
supersedes the statement.</P>

<P ALIGN="CENTER">                                                       37
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

</FONT><P><A NAME="s55CF47D78D23733080B127CA0C61E3E7"></A></P>

<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><IMG SRC="image1460.jpg" WIDTH=135 HEIGHT=71></P>
</FONT><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<FONT FACE="Times New Roman" SIZE="3">
<B><P ALIGN="CENTER">3,500,000 Shares of Common Stock</P>
</B><FONT SIZE=4><P ALIGN="CENTER">&nbsp;</P>
</FONT><B><FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Prospectus</P>
<P ALIGN="CENTER">&nbsp;</P>
</B><P ALIGN="CENTER">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&nbsp;, 2017</P>
</B><P ALIGN="CENTER">&nbsp;</P>
</FONT>
<FONT SIZE=2><P><A NAME="s452A1CEBD6EB2B64CD1D27CA0C92A841"></A></P>

<P> &nbsp; </P>
<P> &nbsp; </P>
<P> &nbsp; </P>
<P> &nbsp; </P>

<FONT FACE="Times New Roman" SIZE="2">



<P ALIGN="CENTER">                                                       38
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><FONT SIZE=2><P ALIGN="CENTER">PART II - INFORMATION NOT REQUIRED IN PROSPECTUS</P>
</B>
<B><P><A NAME="s5F1C8733D34A05DC497527CA0CB2A43E"></A>ITEM 13.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B>OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION</P>
</B><P ALIGN="JUSTIFY">The following is a statement of the expenses to be incurred by us in connection with the registration of the securities under this Registration Statement, all of which
will be borne by us. All the amounts shown below are estimates, except for the Securities and Exchange Commission (&quot;SEC&quot;) registration fee.</P></FONT>

<P> &nbsp; </P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH=75%>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>SEC registration fee</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">       1,526 </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>NASDAQ listing fee</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"> * </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>Accounting fees and expenses</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"> * </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>Legal fees and expenses</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"> * </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>Printing and related expenses</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"> * </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>Subscription and information agent expenses</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"> * </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>Miscellaneous</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"> * </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>Total</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$</FONT></TD>
<TD STYLE="border-bottom: black 2.25pt double" WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT"> * </FONT></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP"><P></P></TD>
</TR>
<TR><TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P>* To be completed by amendment.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP"><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP"><P></P></TD>
</TR>
</TABLE>


<FONT SIZE=2>
<B><P><A NAME="sE46C64BA5A093CC2D9CE27CA0CE55919"></A>ITEM 14.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B>INDEMNIFICATION OF DIRECTORS AND OFFICERS</P>
</B><P ALIGN="JUSTIFY">Nevada Revised Statutes ("NRS") 78.138(7) provides that, subject to certain very limited statutory exceptions or unless the articles of incorporation provide for
greater individual liability, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a
director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or
a knowing violation of law.</P>

<P ALIGN="JUSTIFY">NRS 78.7502(1) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise (an "Indemnified Party"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified
Party in connection with such action, suit or proceeding if the Indemnified Party would not be liable pursuant to NRS 78.138 or the Indemnified Party acted in good faith and in a manner the
Indemnified Party reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe
the Indemnified Party's conduct was unlawful.</P>

<P ALIGN="JUSTIFY">NRS 78.7502(2) empowers a corporation to indemnify any Indemnified Party who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor against expenses (including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by such Indemnified Party) in connection with the defense or settlement of such action or suit if such Indemnified Party would not be liable pursuant to NRS 78.138 or such Indemnified
Party acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of
any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which such action or suit was brought determines upon application that in view of all the circumstances, the Indemnified Party is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.</P>

<P ALIGN="JUSTIFY">NRS 78.7502(3) provides that to the extent an Indemnified Party has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred
to in Subsection 1 or 2 of NRS 78.7502 described above or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Indemnified Party against expenses (including
attorneys' fees) actually and reasonably incurred by the Indemnified Party in connection therewith.</P>

<P ALIGN="CENTER">                                                       II-1
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<P ALIGN="JUSTIFY">NRS 78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to NRS 78.751(2), may be
made by a corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances. Such determination must be
made (a) by the stockholders, (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a
quorum of such disinterested directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such disinterested
directors cannot be obtained.</P>

<P ALIGN="JUSTIFY">NRS 78.751(2) provides that a corporation's articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay the expenses
of officers and directors incurred in defending a civil or criminal action, suit or proceeding as such expenses are incurred and in advance of the final disposition, upon receipt by the corporation of
an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the
corporation. The provisions of NRS 78.751(2) do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract
or otherwise by law.</P>

<P ALIGN="JUSTIFY">NRS 78.751(3) provides that indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751 does
not exclude any other rights to which an Indemnified Party may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office; provided, however, that unless ordered by a court pursuant to NRS 78.7502 or for
the advancement of expenses pursuant to NRS 78.751(2), indemnification may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or
her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action. Additionally, the scope of such indemnification and
advancement of expenses shall continue as to an Indemnified Party who has ceased to hold one of the positions specified above, and shall inure to the benefit of his or her heirs, executors and
administrators.</P>

<P ALIGN="JUSTIFY">NRS 78.752 empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of an Indemnified Party for any liability asserted
against such Indemnified Party or liability and expenses incurred by such Indemnified Party, whether or not the corporation has the authority to indemnify such person against such liability and
expenses.</P>

<P ALIGN="JUSTIFY">The bylaws of the Registrant provide for indemnification of Indemnified Parties substantially identical in scope to that permitted under the NRS. Such bylaws provide that
the expenses of directors and officers of the Registrant incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Registrant
as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Registrant.</P>

<P ALIGN="JUSTIFY">In addition to indemnification provided in the Registrant's bylaws, the Registrant has entered into agreements to indemnify the directors and executive officers of the
Registrant and directors of the Registrant's wholly owned subsidiaries. These agreements require that the Registrant indemnify the directors and officers against all expenses incurred by any
such person arising out of such person's service as a director or officer of the Registrant or its subsidiaries, to the fullest extent permitted by applicable law and to any greater extent that
applicable law may in the future permit. The Registrant has also purchased insurance coverage for such directors and officers with respect to litigation and other costs and liabilities arising out of
their actual or alleged misconduct.</P>

<P ALIGN="JUSTIFY">The above-described provisions relating to the indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain
circumstances against liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;). Insofar as indemnification
for liabilities arising under the Securities Act may be permitted for our directors, officers or persons controlling us pursuant to applicable state law, we have been informed that, in the opinion of
the Securities and Exchange Commission (the &quot;SEC&quot;), such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.</P>

<P ALIGN="CENTER">                                                       II-2
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>







<B><P><A NAME="s3640F05C791956124B4D27CA0D07EFB4"></A>ITEM 15.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B>RECENT SALES OF UNREGISTERED SECURITIES</P>
</B>
<P ALIGN="JUSTIFY">On April 20, 2015, we issued 200,000 shares of our common stock at a per share price of $4.64 to Bioceres, S.A. (&quot;Bioceres&quot;), in exchange for 1,263 newly-issued
shares of Bioceres. The newly-issued shares were issued pursuant to the exemption from registration as set forth in Section 4(a)(2) of the Securities Act. The availability of the exemption
was predicated on the fact that the sale was made to a single accredited, sophisticated investor who was familiar with our business, who had access to business and financial information about
our company and with whom we have established a joint working relationship.</P>

<P ALIGN="JUSTIFY">On November 23, 2015, we entered into a Securities Purchase Agreement (the &quot;November Purchase Agreement&quot;) with MFP pursuant to which we agreed to
sell and issue an aggregate of 1,180,722 shares of our common stock (the &quot;November Shares&quot;), at a purchase price of $4.15 per share, for aggregate gross proceeds of
approximately $4.9 million in cash. The offer and sale of the November Shares was not registered under the Securities Act or any state securities laws. We relied on the exemption from the
registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder with respect to the issuance of the November Shares. In connection
with the Purchasers' execution of the Purchase Agreement, the Purchasers' represented to us that they were each an &quot;accredited investor&quot; as defined in Regulation D of the
Securities Act and that the November Shares purchased by them were acquired solely for their own account and for investment purposes and not with a view to the future sale or
distribution.</P>

<P ALIGN="JUSTIFY">On May 26, 2016, we purchased the assets and business of SV Genetics. As partial consideration for the assets and business of SV Genetics, we issued 225,088 shares
of our common stock. Such issuance was made in reliance on the exemption from registration set forth in Section&nbsp;4(a)(2) of the Securities Act, as a transaction to an accredited investor
not involved in a public offering, who was familiar with our business and who had access to business and financial information about the Company.</P>

<P ALIGN="JUSTIFY">On July 19, 2017, we entered into a Securities Purchase Agreement (the &quot;July Purchase Agreement&quot;) with Competrol International Investments Limited, MFP
and certain entities related to Wynnefield Capital Management LLC (the &quot;July Purchasers&quot;), pursuant to which we agreed to sell and issue an aggregate of 2,685,000 shares of our
Common Stock (the &quot;July Shares&quot;) at a purchase price of $4.00 per share, for aggregate gross proceeds of approximately $10.74 million in cash. The offer and sale of the July Shares
was not registered under the Securities Act or any state securities laws. We relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof
and Rule 506 of Regulation D thereunder with respect to the issuance of the July Shares. In connection with the Purchasers' execution of the July Purchase Agreement, the Purchasers'
represented to us that they were each an &quot;accredited investor&quot; as defined in Regulation D of the Securities Act and that the July Shares purchased by them were acquired solely for
their own account and for investment purposes and not with a view to the future sale or distribution.</P>

<B><P>ITEM 16.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B>EXHIBITS AND FINANCIAL STATEMENT SCHEDULES</P>
</B>
<P>The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.</P>

<B><P><A NAME="sA4673974D76FFEA4FEB427CA0D5B1A7C"></A>ITEM 17.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B>UNDERTAKINGS</P>
</B>
<P>The undersigned registrant hereby undertakes:</P>

<P>(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>


<DIR>

<P>(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>

<P>(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective registration statement; and</P>

<P>(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;</P>


</DIR>

<P ALIGN="CENTER">                                                       II-3
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>


<I><P>provided, however, </I>that paragraphs (1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange
Act&quot;), that are incorporated by reference in the registration statement.</P>

<P>(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;</P>

<P>(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;</P>

<P>(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such date of first use;</P>

<P>The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.</P>

<P>Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.</P>

<P ALIGN="CENTER">                                                       II-4
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><P ALIGN="CENTER">&nbsp;</P>

<P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="CENTER">&nbsp;</P>
<P>Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Hanford, State of California, on October 4, 2017.</P>

<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>


<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=2 WIDTH=85%>
<TR><TD WIDTH="8%" VALIGN="MIDDLE">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="89%" VALIGN="MIDDLE">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=3>
<B><FONT SIZE=2><P>S&amp;W SEED COMPANY</B></FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="MIDDLE">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="92%" VALIGN="MIDDLE" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">By:</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<U><FONT SIZE=2><P ALIGN="JUSTIFY">/s/ Mark W. Wong&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </U></FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="JUSTIFY">Mark W. Wong</FONT></TD>
</TR>
<TR><TD WIDTH="8%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="89%" VALIGN="BOTTOM">
<I><FONT SIZE=2><P ALIGN="JUSTIFY">President and Chief Executive Officer</I></FONT></TD>
</TR>
</TABLE>

</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>




<FONT SIZE=2>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B>
<P>KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark W. Wong and Matthew K. Szot, and each of them, as his
true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to sign any Registration Statement for the same offering covered by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.</P>

<P>Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.</P>

<TABLE BORDER=0 CELLSPACING=0 BORDERCOLOR="#000000" CELLPADDING=2 WIDTH=85%>
<TR><TD WIDTH="33%" VALIGN="MIDDLE">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="MIDDLE" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="MIDDLE">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="33%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Signature</B></FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="35%" VALIGN="BOTTOM" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">Title</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="28%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="MIDDLE">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="33%" VALIGN="MIDDLE" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="MIDDLE" COLSPAN=3>
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ Mark W. Wong<BR>
</U>                  Mark W. Wong</P>
</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">President, Chief Executive Officer and Director <I>(Principal Executive Officer)</P>
</I><P ALIGN="CENTER">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ Matthew K. Szot<BR>
</U>                  Matthew K. Szot</FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Executive Vice President, Finance and <BR>
                  Administration and Chief Financial Officer<BR>
<I> (Principal Financial and Accounting Officer)&nbsp;</P>
<P>&nbsp;</I></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ Mark J. Harvey<BR>
</U>                  Mark J. Harvey</P>
                  </FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ Glen D. Bornt<BR>
</U>                  Glen D. Bornt</P>
                  </FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ David A. Fischhoff<BR>
</U>                  David A. Fischhoff</P>
                  </FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">&nbsp;</TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ Alexander C. Matina<BR>
</U>                  Alexander C. Matina</P>
                  </FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ Charles B. Seidler<BR>
</U>                  Charles B. Seidler</P>
                  </FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P ALIGN="CENTER">/s/ Grover T. Wickersham<BR>
</U>                  Grover T. Wickersham</P>
                  </FONT></TD>
<TD WIDTH="3%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="35%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">Director</FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="28%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">October 4, 2017</FONT></TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                                       II-5
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<B><FONT SIZE=2><P ALIGN="CENTER">EXHIBIT INDEX</P></B>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=95%>
<TR>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="9%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Number</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="30%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Description</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="7%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Form</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="12%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">SEC File Number</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="9%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Exhibit Number</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="9%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Filing Date</B></FONT></TD>
<TD WIDTH="2%" VALIGN="BOTTOM">&nbsp;</TD>
<TD STYLE="border-bottom: black 1.5pt solid" WIDTH="10%" VALIGN="BOTTOM">
<B><FONT SIZE=2><P ALIGN="CENTER">Filed Herewith</B></FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626112000514/exh2-1.htm">2.1</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Asset Acquisition Agreement among the Registrant, Imperial Valley Seeds, Inc. ("IVS"), Glen D. Bornt, Fred Fabre and the Bornt Family Trust, dated September 28,
2012</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10/2/12</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000522/exh2-1.htm">2.2</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Asset Purchase and Sale Agreement between the Registrant and Pioneer Hi-Bred International, Inc. ("Pioneer"), dated December 19, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/29/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/exh2-1.htm">2.3</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>First Amendment to Asset Purchase and Sale Agreement between the Registrant and Pioneer, dated December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh2-6.htm">2.4</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Second Amendment to the Asset Purchase and Sale Agreement between the Registrant and Pioneer, dated April 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2.6</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh2-7.htm">2.5</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Third Amendment to Asset Purchase and Sale Agreement between the Registrant and Pioneer, dated July 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2.7</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626116000494/exh2-1.htm">2.6</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Asset Acquisition Agreement between the Registrant and SV Genetics Pty Ltd, dated May 26, 2016</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5/31/16</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626111000693/exh3-1.htm">3.1</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant's Articles of Incorporation</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>001-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/19/11</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh3-2.htm">3.2</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Registrant's Amended and Restated Bylaws, together with Amendments One, Two and Three thereto</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626117000168/exh4-3.htm">4.1</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Common Stock Certificate</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">S-3</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>333-219726</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.3</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8/4/17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000525/exh10-3.htm">4.2</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Common Stock Purchase Warrant</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.3</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/31/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P ALIGN="CENTER">5.1+</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="30%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P>Opinion of Jolie Kahn, Esq.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="7%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="12%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P ALIGN="CENTER">X</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626112000514/exh10-1.htm">10.1</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="30%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P>Assignment and Assumption Agreement between the Registrant and IVS, dated October 1, 2012</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="7%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="12%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=6>
<FONT SIZE=2><P ALIGN="CENTER">10/2/12</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=6><P></P></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=6><P></P></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626113000099/exh10-2.htm">10.2</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Supply Agreement between IVS and Imperial Valley Milling Co. (&quot;IV Milling&quot;), dated October 1, 2012 (assigned to the Registrant)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-Q</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">2/13/13</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626112000514/exh10-3.htm">10.3</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Subordinated Promissory Note made by the Registrant in favor of IVS, dated October 1, 2012</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.3</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10/2/12</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000406/exh10-45.htm">10.4</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Service Level Agreement with IV Milling dated April 4, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.45</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/24/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626113000421/exh10-28.htm">10.5</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Roundup Ready&reg; Alfalfa Co-Breeding Agreement between the Registrant and Forage Genetics International, LLC, dated March 21, 2013(1)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.28</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/30/13</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                                       II-6
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=95%>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-2.htm">10.6</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Contract Alfalfa Production Services Agreement between the Registrant and Pioneer, dated December 31, 2014)(1)(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-7.htm">10.7</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>First Amendment to Contract Alfalfa Production Services Agreement between the Registrant and Pioneer, dated July 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.7</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000258/exh10-2.htm">10.8</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Second Amendment to Contract Alfalfa Production Services Agreement between the Registrant and Pioneer, dated August 7, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8/17/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-1.htm">10.9</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Alfalfa Distribution Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-10.htm">10.10</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>First Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated July 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.10</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000258/exh10-1.htm">10.11</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Second Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated August 7, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8/17/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-3.htm">10.12</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Research Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.3</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-4.htm">10.13</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Non-Exclusive Alfalfa Licensing and Assignment Agreement between the Registrant and Pioneer, dated December 31, 2014(1)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.4</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-5.htm">10.14</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Lease Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.5</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-6.htm">10.15</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Information Technology Transition Services Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.6</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-7.htm">10.16</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Promissory Note issued by the Registrant in favor of Pioneer, dated December 31, 2014(1)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.7</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-8.htm">10.17</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Security Agreement between the Registrant and Pioneer, dated December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.8</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-9.htm">10.18</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Mortgage from the Registrant to Pioneer, dated December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.9</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-10.htm">10.19</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing among the Registrant, TitleOne Corporation, as trustee, and Pioneer, as beneficiary, dated
December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.10</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-11.htm">10.20</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Patent License Agreement between the Registrant and Pioneer, dated December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.11</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/17/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                                       II-7
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=95%>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-12.htm">10.21</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Patent Assignment Agreement between the Registrant and Pioneer, dated December 31, 2014(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.12</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-13.htm">10.22</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Know-How Transfer Agreement between the Registrant and Pioneer, dated December 31, 2014(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.13</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-14.htm">10.23</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Data Transfer Agreement between the Registrant and Pioneer, dated December 31, 2014(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-15.htm">10.24</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights between the Registrant and Pioneer, dated
December 31, 2014(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-25.htm">10.25</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>First Amendment to the Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights between the Registrant
and Pioneer, dated April 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.25</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-16.htm">10.26</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Assignment and Assumption Agreement between the Registrant and Pioneer, dated December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.16</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-17.htm">10.27</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>General Warranty Deed by Pioneer in favor of the Registrant, dated December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000008/swexh10-18.htm">10.28</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Warranty Deed by Pioneer in favor of the Registrant, dated December 31, 2014</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.18</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">1/7/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000321/exh10-1.htm">10.29</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Indemnification Agreement with Officers, Directors and Employees of the Registrant and Subsidiaries</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7/24/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-34.htm">10.30</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Amended and Restated 2009 Equity Incentive Plan as amended through Amendment No. 2, forms of Stock Option Grant and Agreement, Restricted Stock Unit Grant and
Restricted Stock Award*</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.34</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626116000425/exh10-1.htm">10.31</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Employment Agreement between the Registrant and Mark S. Grewal, dated March 18, 2016* </FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3/23/16</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626116000425/exh10-2.htm">10.32</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Employment Agreement between the Registrant and Matthew K. Szot, dated March 18, 2016*</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3/23/16</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626116000425/exh10-3.htm">10.33</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Employment Agreement between the Registrant and Dennis C. Jury, dated March 18, 2016*</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.3</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3/23/16</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626113000176/exh10-1.htm">10.34</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Contract of Employment between Seed Genetics International Pty, Ltd. and Dennis C. Jury, dated as of March 28, 2013*</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4/5/13</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                                       II-8
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=95%>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626117000206/exh10-35.htm">10.35</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Employment Agreement between the Registrant and Mark W. Wong, dated June 19, 2017*</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.35</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/20/17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626117000206/exh10-36.htm">10.36</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Employment Agreement between the Registrant and Danielson B. Gardner, dated August 15, 2016*</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.36</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/20/17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-39.htm">10.37</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Collaboration Agreement between the Registrant and Calyxt, Inc., dated May 28, 2015 and entered into by the Registrant on June 4, 2015(2)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.39</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000275/exh10-1.htm">10.38</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Credit and Security Agreement between the Registrant and KeyBank, National Association (&quot;KeyBank&quot;), dated September 22, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/23/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626117000206/exh10-39.htm">10.39</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>First Amendment to Credit and Security Agreement between the Registrant and KeyBank, dated June 29, 2016</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.39</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/20/17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626117000206/exh10-40.htm">10.40</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Second Amendment to Credit and Security Agreement between the Registrant and KeyBank, dated October 4, 2016</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.40</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/20/17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626117000206/exh10-41.htm">10.41</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Third Amendment to Credit and Security Agreement between the Registrant and KeyBank, dated March 13, 2017</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.41</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/20/17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000275/exh10-2.htm">10.42</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Revolving Credit Note dated September 22, 2015 in favor of KeyBank</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/23/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000275/exh10-4.htm">10.43</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Intellectual Property Security Agreement of the Registrant in favor of KeyBank, dated September 22, 2015 </FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.4</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/23/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000275/exh10-3.htm">10.44</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Pledge Agreement by the Registrant in favor of KeyBank, dated September 22, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.3</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/23/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000275/exh10-6.htm">10.45</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Security Agreement (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.6</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/23/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000275/exh10-5.htm">10.46</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Guaranty of Payment (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.5</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/23/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000525/exh10-4.htm">10.47</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Registration Rights Agreement among the Registrant and purchasers of the 8% Senior Secured Convertible Debentures and Warrants</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.4</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/31/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000332/exh10-2.htm">10.48</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Registration Rights Agreement between the Registrant and MFP Partners, L.P., dated November 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11/24/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000525/exh4-1.htm">10.49</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Securities Purchase Agreement between the Registrant and MFP Partners, L.P., dated December 31, 2014 </FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/31/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                                       II-9
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=95%>
<TR><TD WIDTH="9%" VALIGN="TOP" HEIGHT=30>
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000332/exh10-1.htm">10.50</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=30><P></P></TD>
<TD WIDTH="30%" VALIGN="TOP" HEIGHT=30>
<FONT SIZE=2><P>Securities Purchase Agreement between the Registrant and MFP Partners, L.P. dated November 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=30><P></P></TD>
<TD WIDTH="7%" VALIGN="TOP" HEIGHT=30>
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=30><P></P></TD>
<TD WIDTH="12%" VALIGN="TOP" HEIGHT=30>
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=30><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=30>
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=30><P></P></TD>
<TD WIDTH="9%" VALIGN="TOP" HEIGHT=30>
<FONT SIZE=2><P ALIGN="CENTER">11/24/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP" HEIGHT=30><P></P></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=30><P></P></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-43.htm">10.51</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Business Letter of Offer dated January 19, 2015 from NAB for SGI credit facilities</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.43</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-44.htm">10.52</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Business Letter of Offer dated April 13, 2015 from NAB for SGI credit facilities</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.44</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-45.htm">10.53</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Business Letter of Advice dated April 13, 2015 from NAB modifying SGI Farm Management Overdraft Facility</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.45</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000283/exh10-46.htm">10.54</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Corporate Guarantee executed by the Registrant on April 21, 2015 in favor of National Australia Bank with respect to SGI credit facilities</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.46</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9/28/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626116000469/exh10-1.htm">10.55</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Business Letter of Advice to SGI dated as of April 28, 2016 (executed by SGI on May 6, 2016) from NAB for SGI credit facilities</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5/12/16</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000525/exh10-4.htm">10.56</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Registration Rights Agreement among the Registrant and purchasers of the 8% Senior Secured Convertible Debentures and Warrants</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.4</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/31/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000525/exh10-5.htm"><FONT SIZE=2>10.57</FONT></A></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Security Agreement among the Registrant and purchasers of the 8% Senior Secured Convertible Debentures</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.5</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/31/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000525/exh10-6.htm">10.58</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Guaranty provided by Seed Holding, LLC and Stevia California, LLC in favor of the purchasers of the 8% Senior Secured Convertible Debentures</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.6</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/31/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626114000525/exh10-7.htm">10.59</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Form of Intercreditor and Subordination Agreement among Wells Fargo Bank, N.A., Hudson Bay Fund LP, in its capacity as agent for the holders of the 8% Senior Secured
Convertible Debentures and Pioneer</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.7</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12/31/14</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="http://www.sec.gov/Archives/edgar/data/1477246/000113626115000332/exh10-2.htm">10.60</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Registration Rights Agreement between the Registrant and MFP Partners, L.P., dated November 23, 2015</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.2</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</FONT></TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11/24/15</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10.61</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Investment Agreement, by and between the Registrant and MFP Partners, L.P., dated October 3, 2017.</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8-K</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">
<FONT SIZE=2><P>000-34719</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">99.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10/4/17</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<P ALIGN="CENTER">                                                       II-10
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=2 WIDTH=95%>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="exh21-1.htm">21.1</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Subsidiaries of the Registrant</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">X</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER"><A HREF="exh23-1.htm">23.1</A></FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Crowe Horwath LLP</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">X</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.2+</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Consent of Jolie Kahn, Esq. (included in Exhibit 5.1)</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">X</FONT></TD>
</TR>
<TR><TD WIDTH="9%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24.1</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="30%" VALIGN="TOP">
<FONT SIZE=2><P>Powers of Attorney (included in the signature page hereto).</FONT></TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="7%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="12%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="10%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">X</FONT></TD>
</TR>
</TABLE>

<P>__________</P><DIR>


<FONT SIZE=2><P>+&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; To be filed by amendment.<BR>
   *&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Management contract or compensatory plan or arrangement.<BR>
   (1)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Exhibits and schedules to this agreement have been omitted pursuant to Item 601(b) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any
omitted exhibit or schedule to the Securities and Exchange Commission upon request.<BR>
   (2)&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; Portions of this exhibit have been omitted pursuant to an Order Granting Confidential Treatment under the Exchange Act.</P>

</DIR>


<P ALIGN="CENTER">                                                       II-11
<HR WIDTH="100%">
<P style="PAGE-BREAK-BEFORE: always" align=left>






</BODY>
</HTML>
[{"type": "S-1", "sequence": "1", "filename": "forms-1.htm", "description": "S-1", "secsgml_size_bytes": 300953}]
{"company-data": {"conformed-name": "S&W Seed Co", "cik": "0001477246", "assigned-sic": "0100", "irs-number": "271275784", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-220792", "film-number": "171120396"}, "business-address": {"street1": "802 NORTH DOUTY STREET", "city": "HANFORD", "state": "CA", "zip": "93230", "phone": "559 884 2535"}, "mail-address": {"street1": "802 NORTH DOUTY STREET", "city": "HANFORD", "state": "CA", "zip": "93230"}}
October 4, 2017 S-1 DOC
As filed with the Securities and Exchange Commission on October 4, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
S&W SEED COMPANY
(Exact name of registrant as specified in its charter)
Nevada
0100
27-1275784
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
802 N. Douty Street
Hanford, California 93230
(559) 884-2535
(Address, including zip code and telephone number, including area code, of registrant's principal place of business)
Mark W. Wong
802 N. Douty Street
Hanford, California 93230
(559) 884-2535
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Steven M. Przesmicki, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
Approximate date of commencement of proposed sale to the public
: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the
following box:
ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective Registration Statement for the same offering:
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of
the earlier effective Registration Statement for the same offering:
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering:
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
ý
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided to Section 7(a)(2)(B) of the Securities Act.
o
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to Be Registered
Amount to be
Registered
(1)
Proposed
Maximum Offering
Price per
Security
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Subscription Rights to Purchase Common Stock
(2)
N/A
N/A
(3)
Common stock
(3)
3,500,000
$3.50
$12,250,000(4)
$1,526
(1)
This registration statement relates to (a) non-transferable subscription rights to purchase common stock of the Registrant to be distributed to holders of the
Registrant's common stock and warrants to purchase the Registrant's common stock as of               , 2017; and (b) the shares of common stock
deliverable upon the exercise of the
subscription rights pursuant to the rights offering. In accordance with Rule 416 promulgated under the Securities Act of 1933, as amended, this registration statement also covers any
additional shares of common stock of the Registrant that may become issuable due to adjustments for changes resulting from stock dividends, stock splits, recapitalizations, mergers,
reorganizations, combinations or exchanges or other similar events.
(2)
Evidencing the subscription rights to subscribe for up to 3,500,000 shares of common stock, par value $0.001 per share.
(3)
The subscription rights are being distributed without consideration. Pursuant to Rule 457(g), no separate registration fee is payable with respect to the subscription rights
being offered hereby since the subscription rights are being registered in the same registration statement as the securities to be offered pursuant thereto.
(4)
Represents the gross proceeds from the assumed exercise of all subscription rights to be distributed.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to purchase these
securities in any jurisdiction where the offer or sale is not permitted.
Preliminary Prospectus
SUBJECT TO COMPLETION, DATED OCTOBER 4, 2017
3,500,000 Shares of Common Stock
We are conducting a rights offering pursuant to which we are distributing to holders of our common stock and warrants to purchase our common stock, at no charge, non-transferable
subscription rights to purchase shares of our common stock. You will receive                  subscription rights for each share of common stock held of
record (or shares that are deemed to be owned,
assuming the exercise of warrants) as of 5:00 p.m., New York time on                         , 2017. We are distributing subscription rights exercisable
for up to 3,500,000 shares of our common stock.
The total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of
our common stock at a subscription price equal to $3.50 per share, which we refer to as the basic subscription privilege. Stockholders as of the record date will also have oversubscription rights
as described herein.
The subscription rights may be exercised at any time during the subscription period, which will commence               , 2017. The subscription rights will expire if they
are not exercised by 5:00 p.m., New York time, on               , 2017, unless we extend the rights offering period. We reserve the right to extend the rights offering period
at our sole discretion, subject to certain limitations described herein. You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering period.
All exercises of subscription rights are irrevocable.
Our board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned to anyone else and will
not be listed for trading on any stock exchange or market.
The shares of common stock are being offered directly by us without the services of an underwriter or selling agent.
We have entered into an Investment Agreement with one our major stockholders, MFP Partners, L.P. ("MFP"), pursuant to which MFP has agreed to purchase from us, subject to
certain conditions, the shares of common stock not subscribed for in the rights offering, at a price per share equal to the subscription price in the rights offering (the "Backstop
Commitment"). The unsubscribed shares sold to MFP, if any, will be issued in a private placement and would not be registered pursuant to the registration statement of which this
prospectus forms a part. In addition to the investment under the Investment Agreement, as a stockholder as of the record date, MFP will have the right to subscribe for and purchase shares of
our common stock under its basic subscription privilege and its oversubscription privilege. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of
MFP.
Subject to the terms of the Investment Agreement with MFP, we reserve the right to cancel the rights offering at any time for any reason. If we cancel this rights offering, all subscription
payments received by the subscription agent, who is our transfer agent, will be returned, without interest or penalty, as soon as practicable.
Our common stock is traded on the Nasdaq Capital Market under the symbol "SANW." On October 2, 2017, the last reported sales price of our common stock on the Nasdaq Capital Market
was $3.05 per share.
The exercise of your subscription rights for shares of our common stock involves risks. You should carefully consider all of the information set forth in this prospectus, including the risk
factors beginning on page 12 of this prospectus as well as the risk factors and other information in any documents we incorporate by reference into this prospectus before
exercising your subscription rights. See "Where You Can Find More Information and Incorporation by Reference."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is               , 2017
TABLE OF CONTENTS
QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING
1
PROSPECTUS SUMMARY
7
RISK FACTORS
12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
15
USE OF PROCEEDS
16
MARKET PRICE OF OUR COMMON STOCK
17
DIVIDEND POLICY
18
DILUTION
19
DESCRIPTION OF CAPITAL STOCK
20
DESCRIPTION OF THE RIGHTS OFFERING
22
DESCRIPTION OF THE BACKSTOP COMMITMENT
30
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
TO U.S. HOLDERS
31
PLAN OF DISTRIBUTION
35
LEGAL MATTERS
36
EXPERTS
36
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
37
We have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing
prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus relates only to the subscription rights and underlying shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to make
such an offer. The information contained in or incorporated by reference in this prospectus is accurate only as of its date regardless of the time of delivery of this prospectus or of any distribution
of subscription rights or sale of common stock.
To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the
Securities and Exchange Commission (the "SEC") before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a
document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date
modifies or supersedes the earlier statement.
We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United
States. Persons who come into possession of this prospectus and any free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe
any restrictions as to this offering and the distribution of this prospectus and any free writing prospectus applicable to that jurisdiction.
This prospectus and the documents incorporated by reference in this prospectus contain market data and industry statistics and forecasts that are based on independent industry
publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not
independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented or incorporated by reference in this prospectus, these
estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" and any related free writing
prospectus. Accordingly, investors should not place undue reliance on this information.
i
Unless the context requires otherwise or unless otherwise noted, all references to "S&W Seed" or "S&W" are to S&W Seed Company, a Nevada corporation, and all
references to "we," "us" or "our" are to S&W Seed Company and our subsidiaries on a consolidated basis.
Trademarks, service marks or trade names of any other companies appearing in this prospectus are the property of their respective owners. Use or display by us of trademarks, service
marks or trade names owned by others is not intended to and does not imply a relationship between us, and/or endorsement or sponsorship by, the owners of the trademarks, service marks or
trade names.
Our functional and reporting currency is the U.S. Dollar. Foreign currency denominated revenues and expenses are translated using average rates of exchange during the reporting period.
Foreign currency denominated monetary assets and liabilities are translated at the rate of exchange in effect at the balance sheet date.
ii
QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING
What is being offered in this rights offering?
We are distributing at no charge to holders of our common stock and warrants to purchase our common stock non-transferable subscription rights to purchase shares of our common
stock. We are including the holders of warrants in the rights offering on an as-exercised basis, along with the holders of our common stock, pursuant to the terms of the warrants as issued in
December 2014. You will receive                  subscription rights for each share of common stock you owned (or are deemed to own, assuming exercise
by the holders of the warrants) as of 5:00 p.m.,
New York time on                   , 2017, the record date. The subscription rights per share ratio has been calculated based on the number of shares outstanding
plus the shares issuable upon exercise of the warrants as of the record date, which totals an aggregate of                  shares.
The subscription rights entitle the holders (including holders of our common stock and warrants) to
purchase up to an aggregate of 3,500,000 shares. The subscription rights will be evidenced by subscription rights certificates.
The total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of
our common stock at a subscription price equal to $3.50 per share. Because the total number of subscription rights issued to each stockholder will be rounded down to the nearest whole number,
we may not issue the full number of shares authorized for issuance in connection with this rights offering. Any excess subscription payments received by the subscription agent will be returned,
without interest or penalty, as soon as practicable.
What is the subscription privilege?
For each whole right that you own, you will have a subscription privilege to buy from us one share of our common stock at the subscription price. You may exercise your subscription
privilege for some or all of your subscription rights, or you may choose not to exercise any subscription rights.
For example, if you owned 10,000 shares of our common stock as of 5:00 p.m., New York time, on the record date, you would receive subscription rights representing the right to purchase
                 shares of common stock for $3.50 per share.
If you exercise your subscription rights in full, at the same time, you may also exercise your oversubscription privilege, as described below. See "What is the oversubscription
privilege?"
What is the oversubscription privilege?
If any of our stockholders and warrantholders do not exercise all of the subscription rights issued to them in this rights offering, then each holder who has exercised subscription rights in
full will have the opportunity to purchase additional shares of our common stock at the subscription price of $3.50 per share under the oversubscription right, up to the amount of unexercised
subscription rights. By extending oversubscription rights to our stockholders and warrantholders, we are providing those holders who have exercised all of their subscription rights with an
opportunity to purchase shares that are not purchased by other stockholders and warrantholders in this rights offering pursuant to their subscription privilege. The exact number of shares that will
be available for the oversubscription pool will be determined by subtracting from 3,500,000 the number of shares subscribed for pursuant to the subscription privilege. All subscription funds,
including any funds for oversubscription shares, will be held in escrow pending final determination of the oversubscription allocation.
If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full. If, however, there are not enough shares available to fully satisfy all
oversubscription right requests, we will allocate the available shares of common stock
pro rata
among those stockholders exercising their oversubscription privilege in
proportion to the product (rounded down so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the
number of shares such stockholder subscribed for under the oversubscription privilege by a fraction the numerator of which is the number of unsubscribed shares and the denominator of which is
the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess
payments by mail without interest or deduction as soon as reasonably practical after the expiration date.
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Why are we conducting the rights offering?
We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights offering to
fund our acquisition of GMO alfalfa assets from DuPont Pioneer, a wholly-owned subsidiary of E.I. du Pont de Nemours and Company ("Dupont Pioneer"), in connection with our December
2014 acquisition of certain alfalfa assets from DuPont Pioneer, and for general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net
proceeds for the repayment of debt, including our credit facility with KeyBank and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of
land, facilities, property or complementary products or companies. See "Use of Proceeds."
In authorizing the rights offering, our board of directors considered and evaluated a number of factors, including:
our current capital resources and our future need for additional liquidity and capital;
the size and timing of the rights offering;
the potential dilution to our current stockholders if they choose not to participate in the offering;
alternatives available for raising capital, including debt and other forms of equity raises;
the potential impact of the rights offering on the public float for our common stock;
MFP's willingness to backstop the rights offering;
that applicable NASDAQ marketplace rules do not require stockholder approval of the rights offering or the Backstop Commitment; and
the fact that existing stockholders would have the opportunity to participate on a
pro rata
basis to purchase additional shares of common stock.
How was the subscription price for the rights offering determined?
Our board of directors considered a number of factors in determining the price for the rights offering, including:
the price per share at which MFP is willing to backstop the rights offering;
the price per share at which a new investor and two of our major stockholders, MFP and Wynnefield Capital, Inc., purchased shares in a private placement in July 2017;
"pass through" savings as a result of conducting the rights offering with no investment banking support;
the price at which our stockholders might be willing to participate in the rights offering;
historical and current trading prices for our common stock, including on a volume weighted average share price basis over certain periods; and
the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis.
What is the role of MFP in this offering?
We have entered into an Investment Agreement with MFP, pursuant to which MFP has agreed to purchase from us, subject to certain conditions, the shares of common stock not
subscribed for in the rights offering at a price per share equal to the subscription price in the rights offering. The unsubscribed shares sold to MFP, if any, will be issued in a private placement.
Accordingly, such shares would not be registered pursuant to the registration statement of which this prospectus forms a part, although we have agreed to register such shares in a separate
registration statement. MFP will not receive a fee in connection with the Backstop Commitment; however, we have agreed to pay up to $50,000 of MFP's expenses in connection with the
Investment Agreement. MFP purchased shares of common stock from us in a private placement in July 2017 at a price of $4.00 per share.
In addition to the investment pursuant to the Backstop Commitment, as a stockholder as of the record date, MFP will have the right to subscribe for and purchase shares of our common
stock under its basic subscription privilege and its oversubscription privilege. See "Description of the Backstop Commitment" for more information regarding the terms of the
Investment Agreement and the role of MFP.
Am I required to exercise the rights I receive in the rights offering?
No. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. However, if you choose not to fully exercise your subscription
privilege and other stockholders fully exercise their subscription privilege and/or MFP acquires shares of common stock pursuant to the Backstop Commitment, the percentage of our common
stock owned by other stockholders will increase, the relative percentage of our common stock that you own will decrease, and your voting and other rights will be diluted.
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Has our board of directors made a recommendation to our stockholders regarding the rights offering?
Our board of directors is making no recommendations regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on new
money invested. We cannot assure you that the trading price for our common stock will be above the subscription price at the time of exercise or at the expiration of the rights offering period or
that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your own decision whether or not
to exercise your subscription rights based on your own assessment of our business and the rights offering. See "Risk Factors" in this prospectus and in the documents incorporated
by reference into this prospectus.
Who may participate in the rights offering?
All stockholders of record on                      , 2017, the record date approved by our board of directors for this rights offering, are entitled to
receive rights and purchase shares in this rights offering. In addition, the holders of outstanding warrants to purchase our common stock are eligible to participate
pro rata
with our stockholders, assuming
the deemed exercise of such warrants on the day preceding the record date. As used in this prospectus in connection with the rights offering, unless the context otherwise provides,
the terms "stockholders," "you" and "your" include the holders of the warrants.
Will our directors, executive officers or significant stockholders participate in the rights offering?
Our directors and executive officers who own shares of common stock and/or warrants, as well as other significant stockholders, are permitted, but not required, to participate in the
rights offering on the same terms and conditions applicable to all stockholders. Certain of our directors, executive officers and significant stockholders may participate in the rights offering. In fact,
subject to the terms and conditions of the rights offering, (i) certain members of our board of directors and our management have expressed their intention to purchase their respective
pro
rata
share of the subscription rights,
and (ii) MFP has expressed its intention to purchase its
pro rata
share of the subscription rights and has also committed to purchase shares of our common stock not
subscribed for in the rights offering pursuant to the Backstop Commitment. Despite the indication of interest by our directors and management, and by MFP, there is no
assurance that any of such parties will purchase shares in the rights offering, other than, with respect to MFP, shares (if any) purchased by MFP under the Backstop Commitment.
How soon must I act to exercise my subscription rights?
The subscription rights may be exercised at any time during the subscription period, which commences on                  , 2017, through the expiration
date for the rights offering, which is 5:00 p.m., New York time, on                 , 2017. If you elect to exercise any subscription rights,
the subscription agent must actually receive all required documents and payments from you
at or prior to the expiration date. Although we have the option of extending the expiration date of the subscription period at our sole discretion, we currently do not intend to do so. Any extension
of the subscription period for more than 30 days will require MFP's prior written consent.
May I transfer my subscription rights?
No, the rights are exercisable only by stockholders and warrantholders of record as of the record date, and you may not sell, transfer or assign your subscription rights to anyone
else.
Are there any limits on the number of shares of common stock I may own as a result of the exercise of subscription rights under the rights offering?
Yes. Subject to your ability to exercise the oversubscription privilege, you may only purchase the number of whole shares of common stock purchasable upon exercise of the basic
subscription privilege included in the subscription rights distributed to you in the rights offering. Accordingly, the number of shares of common stock that you may purchase in the rights offering is
limited by the number of our shares of common stock you held (including any shares of common stock issuable upon the exercise of warrants) on the record date. Although stockholders that fully
and properly exercise their basic subscription privilege have the right to exercise the oversubscription privilege, there can be no assurances of the number of shares, if any, that a holder will be
able to acquire through the exercise of the oversubscription privilege. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the
opinion of our counsel, be unlawful.
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Are we requiring a minimum subscription to complete the rights offering?
No. Any shares not subscribed for in the rights offering will be purchased by MFP pursuant to the Backstop Commitment.
Are there any other conditions to the completion of the rights offering?
Yes. The completion of the rights offering is subject to the conditions described under "Description of the Rights Offering - Amendment, Withdrawal and Termination."
Can the rights offering be canceled?
Yes. We reserve the right to cancel the rights offering at any time for any reason, subject to the terms of the Investment Agreement with MFP as described in this prospectus. If the rights
offering is canceled, all subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable to those persons who subscribed for shares
in the rights offering.
How do I exercise my subscription rights if I am a record holder of shares of common stock?
If you wish to participate in the rights offering, you must properly complete the subscription rights certificate distributed by the subscription agent and deliver it, along with the full
subscription price, to the subscription agent before 5:00 p.m., New York time, on                     , 2017. If you use the mail, we recommend
that you use insured, registered mail, return receipt requested.
If you send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be
applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received. If the payment exceeds the subscription price for the full exercise of your
subscription rights, then the excess will be returned to you as soon as practicable. You will not receive interest on any payments refunded to you under the rights offering.
What should I do if I want to participate in the rights offering, but my shares are held in the name of my broker, dealer, custodian bank or other nominee?
If you hold your shares of common stock in "street name" through a broker, dealer, custodian bank or other nominee, you will not receive an actual subscription rights
certificate. Instead, as described in this prospectus, you must instruct your broker, dealer, custodian bank or other nominee whether or not to exercise rights on your behalf. We will ask your
broker, dealer, custodian bank or other nominee to notify you of the rights offering.
If you wish to participate in the rights offering, you should complete and return to your nominee the form entitled "Beneficial Owner Election Form." You should receive this form
from your nominee with the other rights offering materials. If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription payment to that
nominee as well pursuant to their instructions. You must act timely to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are
actually received by the subscription agent prior to the expiration of the rights offering period.
If the rights offering is not completed, will my subscription payment be refunded to me?
Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If the rights offering is not completed, the subscription agent
will return, without interest or penalty, as soon as practicable, all subscription payments. If you own shares in "street name," it may take longer for you to receive payment because the
payments will be returned through your nominee.
Must I pay the subscription price in cash?
Yes. You must timely pay the full subscription price for the full number of shares of common stock you wish to acquire under the subscription privilege by wire, bank draft drawn on a
U.S. bank, U.S. postal money order or personal check that clears before the expiration date of the rights offering.
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Will the shares of common stock I acquire in the rights offering be subject to any stockholder agreement restricting my ability to sell or transfer my new shares of common stock?
No. You will not be subject to any stockholder agreement that restricts your ability to sell or transfer any new shares of common stock acquired by you in the rights offering. However,
under federal securities laws, our affiliates will be subject to restrictions on their ability to transfer shares of our common stock by virtue of their status as "affiliates" of us. An
"affiliate" is generally defined as a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, us.
After I exercise my subscription rights, may I change my mind?
No. All exercises of subscription rights are irrevocable by the stockholders, even if you later learn information about us that you consider unfavorable or our stock price declines. You
should not exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering. However, we may cancel, extend
or otherwise amend the rights offering at any time prior to the expiration date.
Does exercising my subscription rights involve risk?
Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional shares of our common stock and should be
considered as carefully as you would consider other equity investments. Among other things, you should carefully consider the risks described under the heading "Risk Factors" in this
prospectus and the documents incorporated by reference into this prospectus.
What fees or charges apply if I exercise my subscription rights?
We are not charging any fees or sales commissions to issue subscription rights to you or to issue shares to you if you exercise your subscription rights. If you exercise your subscription
rights through a broker or other record holder of your shares, you are responsible for paying any fees that person or entity may charge.
How do I exercise my subscription rights if I am a record holder of shares of common stock, and I live outside of the United States or have an army post office or foreign post office
address?
The subscription agent will not mail and instead will hold subscription rights certificates for stockholders having addresses outside the United States or who have an army post office or
foreign post office address. In order to exercise subscription rights, our foreign stockholders and stockholders with an army post office or foreign post office address must notify the subscription
agent and timely follow other procedures described in the section of this prospectus entitled "Description of the Rights Offering - Foreign and Other Stockholders."
When will I receive my new shares of common stock?
All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights
holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common stock purchased pursuant to the
subscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase by exercise of your
subscription rights in order to comply with state securities laws.
What are the material U.S. federal income tax consequences of
the receipt and
exercis
e
of
my subscription rights?
For U.S. federal income tax purposes, we do not believe you should recognize income or loss in connection with the receipt or exercise of subscription rights
in the rights offering,
but the treatment of the receipt and exercise of subscription rights is unclear in certain respects. You are urged to consult your own tax advisor as
to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of our common stock. For further information, please
see "
Material U.S. Federal Income Tax Consequences
to U.S. Holders."
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What happens if I choose not to exercise my subscription rights?
You are not required to exercise your subscription rights or otherwise take any action in response to this rights offering. If you do not exercise your subscription privilege, and the rights
offering is completed, the number of shares of our common stock you own will not change but, due to the fact that shares will be purchased by other stockholders in the rights offering and/or
MFP pursuant to the Backstop Commitment, your percentage ownership of our total outstanding common stock will decrease, and your voting and other rights will be diluted.
How many shares of common stock will be outstanding after the rights offering?
As of the record date, there were                                  shares of our common stock outstanding.
We will issue up to a maximum of 3,500,000 shares of common stock in the rights offering and/or
pursuant to the Backstop Commitment. Based on the number of shares issued and outstanding as of the record date, if we issue all 3,500,000 shares of common stock available in this rights
offering, we would have                                 shares of common stock issued and outstanding
following the completion of the rights offering. Assuming no change in the number of shares issued and
outstanding as of the record date, the dilution from the rights offering would be               %.
How much money will we receive from the rights offering and related financing?
If we issue all 3,500,000 shares of common stock available in this rights offering and/or pursuant to the Backstop Commitment, we will receive gross proceeds of $12,250,000. The net
proceeds to us, after deducting estimated offering expenses, will be approximately $                                .
We estimate that the expenses of the rights offering will be approximately $                                . We are
conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position.
We intend to use the net proceeds from the rights offering to fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain
alfalfa assets from DuPont Pioneer) and for general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net proceeds for the
repayment of debt, including our credit facility with KeyBank and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of land, facilities,
property or complementary products or companies. See "Use of Proceeds."
Who should I contact if I have more questions?
If you have more questions about the rights offering process or need additional copies of the rights offering documents, please contact our information agent,
Transfer Online, Inc., at (503) 227-2950.
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PROSPECTUS SUMMARY
This summary highlights the information contained elsewhere in or incorporated by reference into this prospectus. This summary does not contain all of the information that you
should consider before deciding whether to exercise your subscription rights. You should carefully read this entire prospectus, including the information under the heading "Risk Factors," and the
documents incorporated by reference into this prospectus, which are described under the heading "Where You Can Find More Information and Incorporation by Reference."
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this
prospectus. The subscription rights and common stock are not being offered in any jurisdiction where offers and sales are not permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our securities occurs.
Our Company and Corporate History
Company Overview
Founded in 1980 and headquartered in the Central Valley of California, we are a global agricultural company. Grounded in our historical expertise and what we
believe is our present leading position in the breeding, production and sale of alfalfa seed, we continue to build towards our goal of being recognized as the world's preferred proprietary forage,
grain and specialty crop seed company. In addition to our primary activities in alfalfa seed, we have recently expanded our product portfolio by adding hybrid sorghum and sunflower seed, which
complement our alfalfa seed offerings by allowing us to leverage our infrastructure, research and development expertise and our distribution channels, as we begin to diversify into what we
believe are higher margin opportunities. We also continue to conduct our stevia breeding program, having filed two additional patent applications in fiscal 2016.
Following our initial public offering in fiscal year 2010, we expanded certain pre-existing business initiatives and added new ones, including:
diversifying our production geographically by expanding from solely producing seed in the San Joaquin Valley of California to initially adding production capability in
the Imperial Valley of California, then expanding into Australia (primarily South Australia) and, most recently, adding production in other western states and Canada;
expanding from solely offering non-dormant varieties to now having a full range of both dormant and non-dormant varieties;
expanding the depth and breadth of our research and development capabilities in order to develop new varieties of both dormant and non-dormant alfalfa seed with
traits sought after by our existing and future customers;
diversifying into complementary proprietary crops by acquiring the assets of a Queensland, Australia company specializing in breeding and licensing of hybrid
sorghum and sunflower seed;
expanding our distribution channels and customer base, initially through the acquisition of the customer list of a key international customer in the Middle East in July
2011, and thereafter, through certain strategic acquisitions;
expanding our sales geographically both through the expansion of our product offerings to make available product needed in regions we historically did not cover and
through an expansion of our sales and marketing efforts generally; and
implementing a stevia breeding program to develop new stevia varieties that incorporate the most desirable characteristics of this all-natural, zero calorie
sweetener.
We have accomplished these expansion initiatives through a combination of organic growth and strategic acquisitions, foremost among them:
the acquisition in July 2011 of certain intangible assets, including the customer information, related to the field seed and small grain business of Genetics
International, Inc., which had previously operated in the Middle East and North Africa ("MENA"), and which began our transition into selling directly to MENA distributors;
the acquisition of Imperial Valley Seeds, Inc. in October 2012, which enabled us to expand production of non-GMO seed into California's Imperial Valley, thereby
ensuring a non-GMO source of seed due to the prohibition on GMO crops in the Imperial Valley, as well as enabling us to diversify our production areas and distribution channels;
the acquisition of a portfolio of dormant alfalfa seed germplasm in August 2012 to launch our entry into the dormant market;
the acquisition of the leading local producer of non-dormant alfalfa seed in South Australia, Seed Genetics International Pty Ltd ("SGI"), in April 2013,
which greatly expanded our production capabilities and geographic diversity;
the acquisition of the alfalfa production and research facility assets and conventional (non-GMO) alfalfa germplasm from DuPont Pioneer, a wholly-owned subsidiary
of E.I. du Pont de Nemours and Company ("DuPont Pioneer"), in December 2014, thereby substantially expanding upon our initial entrance into the dormant alfalfa seed market that
began in 2012 and enabling us to greatly expand our production and research and product development capabilities; and
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the acquisition, in May 2016, of the assets and business of SV Genetics Pty Ltd ("SV Genetics"), a private Australian company specializing in the breeding
and licensing of proprietary hybrid sorghum and sunflower seed germplasm, which represents our initial effort to diversify our product portfolio beyond alfalfa seed breeding and production and
stevia R&D.
We believe our 2013 combination with SGI created the world's largest non-dormant alfalfa seed company and gave us the competitive advantages of year-round production in that market.
With the completion of the acquisition of dormant alfalfa seed assets from DuPont Pioneer in December 2014, we believe we have become the largest alfalfa seed company worldwide (by
volume), with industry-leading research and development, as well as production and distribution capabilities in both hemispheres and the ability to supply proprietary dormant and non-dormant
alfalfa seed. Our operations span the world's alfalfa seed production regions, with operations in the San Joaquin and Imperial Valleys of California, five additional Western states, Australia and
three provinces in Canada.
Our May 2016 acquisition of the hybrid sorghum and sunflower germplasm business and assets of SV Genetics signals management's commitment to our strategy of identifying opportunities
to diversify our product lines and improve our gross margins.
Additional Company Information
From 1980 until 2009, our business was operated as a general partnership. We bought out the former partners beginning in June 2008, incorporated in October 2009
in Delaware, and completed the buyout of the general partners in May 2010. We reincorporated in Nevada in December 2011. SGI, our wholly owned subsidiary, was incorporated as a limited
proprietary corporation in South Australia in 1993, as Harkness Group, changed its name to Seed Genetics Australia Pty Ltd in 2002, and in 2011, changed its name to Seed Genetics
International Pty Ltd.
Our principal business office is located at 802 N. Douty Street, Hanford, California 93230, and our telephone is number (559) 884-2535. SGI's principal office space is
located in Unley, South Australia. Our website address is www.swseedco.com. The information contained in or accessible through our website does not constitute part of this prospectus.
Private Placement
On July 19, 2017, we entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which we sold and issued an aggregate of
2,685,000 shares of our common stock, at a purchase price of $4.00 per share, for aggregate gross proceeds of $10.74 million.
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The Rights Offering
Securities Offered
We are distributing at no charge                  non-transferable subscription rights for each share of our common stock that you owned
or are deemed to own based on an assumed
exercise of warrants to purchase our common stock, as applicable, as of 5:00 p.m., New York time, on the record date, which is                     , 2017,
either as a holder of record or, in the case of
shares held through brokers, dealers, custodian banks or other nominees on your behalf, as beneficial owner of the shares. The total number of subscription rights issued to each holder will be
rounded down to the nearest whole number. As a result, we may not issue the full number of shares authorized for issuance in connection with this rights offering.
Subscription Privilege
We will distribute                  subscription rights to each holder of record of our common stock and warrants to our purchase
common stock (on an as exercised basis) for each
share of common stock held (or deemed to be held) by such holder. As used in this prospectus, the term "stockholder" shall include the holders of warrants, unless the context indicates
otherwise. The total number of subscription rights issued to you will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of
common stock at the subscription price. You may exercise your subscription privilege for some or all of your subscription rights, or you may choose not to exercise your subscription
rights.
Oversubscription Privilege
If you exercise your basic subscription privilege in full, you may also subscribe to purchase a portion of the oversubscription amount, which will be determined by subtracting
from 3,500,000 the number of shares subscribed for pursuant to the basic subscription privilege. We refer to the shares available for oversubscription as the "oversubscription pool." All
subscription funds, including any funds for oversubscription shares, will be held in escrow pending final determination of the oversubscription allocation.
If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full. If, however, there are not enough shares available to fully satisfy all
oversubscription right requests, we will allocate the available shares of common stock
pro rata
among those stockholders exercising their oversubscription privilege in
proportion to the product (rounded down so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the
number of shares such stockholder subscribed for under the oversubscription privilege by a fraction, the numerator of which is the number of unsubscribed shares, and the denominator of which
is the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess
payments by mail without interest or deduction as soon as reasonably practical after the expiration date.
On the date of expiration of the rights offering, the subscription agent will determine the "oversubscription amount," which is the difference between 3,500,000 shares and the number of
shares subscribed for pursuant to the basic subscription privilege. The subscription agent will have the amount of oversubscription that each stockholder has indicated it would like to "purchase."
The subscription agent will allocate the oversubscription amount accordingly (
i.e.
, if the total number of oversubscription requests is less than the oversubscription amount, the
oversubscription requests will be allocated in full; however, if the number of oversubscription requests exceeds the oversubscription amount, the subscription agent will allocate the
pool
pro rata
).
Subscription Price
The subscription price per share of common stock is $3.50. To be effective, any payment related to the exercise of a subscription right must be received and must clear prior
to the expiration of the rights offering period.
Record Date
, 2017.
9
Use of Proceeds
To fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain alfalfa assets from DuPont Pioneer) and for
general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net proceeds for the repayment of debt, including our credit facility with
KeyBank and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or
companies.
Procedure for Exercising Subscription Rights
The subscription rights may be exercised at any time during the subscription period, which commences on                     , 2017.
To exercise your subscription rights, you must
properly complete the subscription rights certificate distributed by the subscription agent and deliver it, along with the full subscription price (including any amounts in respect of your
oversubscription privilege), to the subscription agent, Transfer Online, Inc. before 5:00 p.m., New York time, on                     , 2017,
unless the expiration date is extended.
Payment Adjustments
If you send a payment that is insufficient to purchase the number of shares requested, or if the number of shares requested is not specified in the rights certificate, the
payment received will be applied to exercise your subscription rights to the extent of the payment. If the payment exceeds the amount necessary for the full exercise of your subscription rights,
including any oversubscription rights exercised and permitted, the excess will be returned to you as soon as practicable. You will not receive interest or a deduction on any payments refunded to
you under the rights offering.
Shares of Common Stock Issued and Outstanding Before the Rights Offering, Eligible to Participate in the Rights Offering and Outstanding After Completion of the Rights
Offering
As of the record date, there were                  shares of our common stock outstanding and outstanding warrants to purchase 2,699,999 million
shares of our common stock. Accordingly, as of the record date, a
total of                                  shares were eligible to participate
pro rata
in the rights offering.
We will issue up to a maximum of 3,500,000 shares of common stock in the rights offering and/or pursuant to the Backstop Commitment. Based on the number of shares outstanding as of
the record date, if we issue all 3,500,000 shares of common stock available in this rights offering and/or pursuant to the Backstop Commitment, we
would have                  shares of common stock
issued and outstanding following the completion of the rights offering.
Subscription Ratio
Based on an aggregate of                  shares outstanding as of the record date or deemed to be
outstanding (assuming exercise of all outstanding warrants) and eligible to participate in the rights offering,
we will issue                  subscription rights for each share of common stock held of record (or deemed to be held) as of the record date.
Non-transferability of Subscription Rights
The subscription rights may not be sold, transferred or assigned to anyone else.
Backstop Commitment
We have entered into an Investment Agreement with MFP, pursuant to which MFP has agreed to purchase from us, subject to certain conditions, the shares of common
stock not subscribed for in the rights offering, at a price per share equal to the subscription price in the rights offering. All of our shares of common stock issued to MFP pursuant to the Backstop
Commitment will be restricted shares and will bear a restrictive legend. Accordingly, such shares would not be registered pursuant to the registration statement of which this prospectus forms a
part, although we have agreed to register such shares in a separate registration statement. MFP will not receive a fee in connection with the Backstop Commitment; however, we have agreed to
pay up to $50,000 of MFP's expenses in connection with the Investment Agreement. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP.
10
Prior Private Placement with MFP, Wynnefield Capital, Inc. and a New Investor
In July 2017, we sold 2,685,000 shares of our common stock to a new investor and two of our stockholders, MFP and Wynnefield Capital, Inc., at a purchase price of $4.00
per share for total gross proceeds of $10,740,000 in a private placement exempt from registration by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"),
and Rule 506 of Regulation D promulgated thereunder. That private placement is a distinct transaction from the rights offering. Subject to the terms and conditions of the rights offering, (i) certain
members of our board of directors and our management have expressed their intention to purchase their respective
pro rata
share of the subscription rights,
and (ii) MFP has expressed its intention to purchase
its
pro rata
share of the subscription rights and has also committed to purchase shares of our common stock not subscribed for in the rights offering pursuant to the Backstop
Commitment. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP.
No Revocation of Exercise by Stockholders
All exercises of subscription rights are irrevocable, even if you later learn information about us that you consider unfavorable or our stock price declines. You should not
exercise your subscription rights unless you are certain that you wish to purchase the shares of common stock offered pursuant to this rights offering.
Conditions to the Rights Offering
The completion of the rights offering is subject to the conditions described under " Description of the Rights Offering - Amendment, Withdrawal and
Termination."
Amendment; Cancellation
Subject to the terms of the Investment Agreement with MFP, we may amend the terms of the rights offering or extend the rights offering period and we reserve the right to
cancel the rights offering at any time prior to the expiration date for any reason. If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned,
without interest or penalty, as soon as practicable, to those persons who subscribed for shares in the rights offering. We will notify you of any amendments or modifications to the terms of the
rights offering, or if the rights offering is cancelled, by issuing a press release.
No Board Recommendation
Our board of directors is making no recommendations regarding your exercise of the subscription rights. You are urged to make your own decision whether or not to
exercise your subscription rights based on your own assessment of our business and the rights offering. See "Risk Factors."
Issuance of Common Stock
All shares of common stock that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the
name of the subscription rights holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common
stock purchased pursuant to the subscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to
purchase by exercise of your subscription rights in order to comply with state securities laws.
Certain Material U.S. Federal Tax Consequences
to U.S. Holders
For
U.S. federal income tax
purposes, we do not believe you should recognize income or loss in connection
with the receipt or exercise of subscription rights in the rights offering.
However the rules applicable to the receipt and exercise of
subscription rights are complicated and unclear in certain respects, and it is possible that the Internal Revenue Service ("IRS") could challenge our position. You are urged to consult
your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of our common stock. For
further information, please see "
Material U.S. Federal Income Tax Consequences
to U.S. Holders."
Subscription Agent, Information Agent and Escrow Agent
Transfer Online, Inc.
Risk Factors
Stockholders considering making an investment by exercising subscription rights in the rights offering should carefully read and consider the information set forth in "Risk
Factors" beginning on page 12 of this prospectus, together with the other information contained in or incorporated by reference into this prospectus, before making a decision to invest in
our common stock.
Nasdaq Capital Market Symbol
SANW
11
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully read and consider the risks described below, together with the other information contained in
or incorporated by reference into this prospectus, including under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017, before making a
decision to invest in our common stock. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial may also materially and adversely affect our business operations. If any of the following risks actually occurs, our business, results of operations and financial condition could suffer. In
that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Related to the Rights Offering
The price of our common stock is volatile and may decline after you exercise your subscription rights.
The market price of our common stock is subject to wide fluctuations in response to numerous factors, including factors that have little or nothing to do with us or our performance,
and these fluctuations could materially reduce our stock price. These factors include, among other things, the fact that our stock is relatively thinly traded, and as a result trades of small numbers
of our shares can have a significant impact on the trading price of our stock, business conditions in our markets and the general state of the securities markets and the market for other
agricultural stocks, changes in capital markets that affect the perceived availability of capital to companies in our industry, governmental legislation or regulation and general economic and
market conditions, such as recessions and downturns in the United States or global economy. In addition, the stock market historically has experienced significant price and volume fluctuations.
These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our common stock, which
may make it difficult for you to resell shares of our common stock owned by you at times or at prices that you find attractive.
If you do not fully exercise your subscription privilege, your interest in us may be significantly diluted, and to the extent you do exercise your subscription rights and the subscription
price is less than the fair value of our common stock, you would experience an immediate dilution of the aggregate fair value of your subscription shares, which could be substantial.
Up to a maximum of 3,500,000 shares are issuable in the rights offering and/or pursuant to the Backstop Commitment. Accordingly, if you do not exercise your subscription privilege
in full, your interest in us will be significantly diluted upon completion of the rights offering. In addition, if you do exercise your subscription rights and the subscription price is less than the fair
value of our common stock, you would experience immediate dilution of the value of your subscription shares relative to what your value would have been had our common stock been issued at
fair value. This dilution could be substantial.
The subscription price determined for the rights offering is not an indication of the fair value of our common stock.
Our board of directors considered a number of factors in determining the price for the rights offering, including:
the price per share at which a new investor and two of our major stockholders, MFP and Wynnefield Capital, Inc., purchased shares in a private placement in July 2017;
"pass through" savings as a result of conducting the rights offering with no investment banking support;
the price at which our stockholders might be willing to participate in the rights offering;
the price per share at which MFP is willing to backstop the rights offering;
historical and current trading prices for our common stock, including on a volume weighted average share price basis over certain periods; and
the desire to provide an opportunity to our stockholders to participate in the rights offering on a
pro rata
basis.
The subscription price is not necessarily related to our book value, results of operations, cash flows, financial condition or net worth or any other established criteria of value and may or may
not be considered the fair value of our common stock at the time the rights offering was approved by our board of directors or during the rights offering period. We cannot assure you that the
trading price of our common stock will not decline after you exercise your subscription rights. We also cannot assure you that you will be able to sell shares purchased in this rights offering at a
price equal to or greater than the subscription price. We do not intend to change the subscription price in response to changes in the trading price of our common stock prior to the closing of the
rights offering.
12
Our board of directors is not making any recommendations regarding your exercise of the subscription rights, and we did not receive a fairness opinion from a financial advisor in
determining the subscription price or the terms of the offering.
Our board of directors is not making any recommendations regarding your exercise of the subscription rights. In addition, we did not receive a fairness opinion from a financial
advisor in determining the subscription price or the terms of the offering. Stockholders who exercise subscription rights risk investment loss on new money invested. We cannot assure you that
the trading price for our common stock will be above the subscription price at the time of exercise or at the expiration of the rights offering period or that anyone purchasing shares at the
subscription price will be able to sell those shares in the future at the same price or a higher price. You are urged to make your own decision whether or not to exercise your subscription rights
based on your own assessment of our business and the rights offering.
The rights offering may cause the price of our common stock to decline.
The announcement of the rights offering and its terms, including the subscription price, together with the number of shares of common stock we could issue if this rights offering is
completed, may result in an immediate decrease in the trading price of our common stock. This decrease may continue after the completion of the rights offering. If that occurs, your purchase of
shares of our common stock in the rights offering may be at a price greater than the prevailing trading price. Further, if the holders of the shares received upon exercise of the subscription rights
choose to sell some or all of their shares, the resulting sales could also depress the trading price of our common stock.
Because you may not revoke or change your exercise of the subscription rights, you could be committed to buying shares above the prevailing trading price at the time the rights
offering is completed.
Once you exercise your subscription rights, you may not revoke or change the exercise. The trading price of our common stock may decline after you exercise your subscription
right. If you exercise your subscription rights, and, afterwards, the trading price of our common stock decreases below the                 per share subscription
price, you will have committed to buying
shares of our common stock at a price above the prevailing trading price and could have an immediate unrealized loss. There can be no assurances that the trading price of our common stock
will equal or exceed the subscription price at the time of exercise or at the expiration of the subscription rights offering period.
You may not be able to resell any shares of our common stock that you purchase pursuant to the exercise of subscription rights immediately upon expiration of the subscription rights
offering period.
If you exercise subscription rights, you may not be able to resell the common stock purchased by exercising your subscription rights until you, or your broker, custodian bank or other
nominee, if applicable, have received those shares. Moreover, you will have no rights as a stockholder of the shares you purchased in the rights offering until we issue the shares to you.
Although we will endeavor to issue the shares as soon as practicable after completion of the rights offering, including after all necessary calculations have been completed, there may be a delay
between the expiration date of the rights offering and the time that the shares are issued.
Because we will have broad discretion over the use of the net proceeds from the rights offering, you may not agree with how we use the proceeds.
We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights
offering to fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain alfalfa assets from DuPont Pioneer) and for general
corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the net proceeds for the repayment of debt, including our credit facility with KeyBank
and our outstanding promissory note issued to DuPont Pioneer, or refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or companies. However,
we may allocate the proceeds among these purposes as we determine is appropriate. Moreover, economic, business and financial market conditions may require us to allocate portions of the
net proceeds for other purposes. Accordingly, you will be relying on the judgment of our management with regard to the use of proceeds from the rights offering, and you will not have the
opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner that you consider appropriate.
13
If you do not act timely and follow the subscription instructions, your exercise of subscription rights will be rejected.
Stockholders that desire to purchase shares in the rights offering must act promptly to ensure that all required forms and payments are actually received by the subscription agent
prior to the expiration date of the rights offering. If you are a beneficial owner of shares, you must act timely to ensure that your broker, dealer, custodian bank or other nominee acts for you and
that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. We are not responsible if your broker, dealer, custodian
bank or nominee fails to ensure that all required forms and payments are actually received by the subscription agent prior to the expiration of the rights offering period. If you fail to complete and
sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the rights offering prior to the
expiration of the rights offering period, the subscription agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we
nor the subscription agent undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form. We have the sole discretion to determine whether the
exercise of your subscription rights properly and timely follows the subscription procedures.
If you make payment of the subscription price by uncertified personal check, your check may not clear in sufficient time to enable you to purchase shares in the rights offering.
Any uncertified personal check used to pay the subscription price in the rights offering must clear prior to the expiration date of the rights offering, and the clearing process may
require five or more business days. As a result, if you choose to use an uncertified personal check to pay the subscription price, it may not clear prior to the expiration date, in which event you
would not be eligible to exercise your subscription rights. You may eliminate this risk by paying the subscription price by wire or bank draft drawn on a U.S. bank or a U.S. postal money
order.
Because the subscription rights are non-transferable, there is no market for the subscription rights.
You may not sell, transfer or assign your subscription rights to anyone else. Because the subscription rights are non-transferable, there is no market or other means for you to
directly realize any value associated with the subscription rights. You must exercise the subscription rights and acquire additional shares of our common stock to realize any value that may be
embedded in the subscription rights.
The receipt
of
subscription rights
may be treated as a taxable distribution to you
.
We believe the distribution of the subscription rights in this rights offering should be a non-taxable distribution to holders of shares of common stock and
warrants under Section 305(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Please see the discussion of "
Material U.S.
Federal Income Tax Consequences
to U.S. Holders" below. This position is not binding on the IRS, or the courts, however. If this rights offering is deemed
to be part of a "disproportionate distribution" under Section 305 of the Code, your receipt of subscription rights in this offering may be treated as the receipt of a taxable distribution to
you equal to the fair market value of the subscription rights. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any,
with any excess being treated as a tax-free return of capital to the extent thereof and then as capital gain. Each holder of shares of common stock and each holder of warrants is urged to consult
his, her or its own tax advisor with respect to the particular tax consequences of this rights offering.
14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any applicable prospectus supplement or free writing prospectus, including the documents that we incorporate by reference herein and therein, contain "forward-
looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These forward-looking statements can generally be identified as such because the context of the statement will include words such as "may," "will,"
"intend," "plan," "believe," "anticipate," "expect," "estimate," "predict," "potential," "continue," "likely," or "opportunity," the negative of these words or words of similar import. Similarly, statements
that describe our future plans, strategies, intentions, expectations, objectives, goals or prospects are also forward-looking statements. Discussions containing these forward-looking statements
may be found, among other places, in the "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections incorporated by reference from our
most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K, as well as any
amendments thereto reflected in subsequent filings with the SEC.
These forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our business, and are subject to risks and
uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The risks and uncertainties include, among others, those noted in "Risk
Factors" above and in any applicable prospectus supplement or free writing prospectus, and those included in the documents that we incorporate by reference herein and therein.
In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or
future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of
operations and financial condition. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the
filing of this prospectus or any applicable prospectus supplement or free writing prospectus, or documents incorporated by reference herein and therein, that include forward-looking
statements.
15
USE OF PROCEEDS
We estimate that the net proceeds to us from the sale of our common stock offered in the rights offering and/or pursuant to the Backstop Commitment after deducting estimated offering
expenses, will be approximately $                . We estimate that the expenses of the rights offering will be
approximately $                                .
We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights offering to
fund our acquisition of GMO alfalfa assets from DuPont Pioneer (in connection with our December 2014 acquisition of certain alfalfa assets from DuPont Pioneer) and for general corporate
purposes, including working capital and capital expenditures.
In connection with our December 2014 acquisition of certain alfalfa assets from Dupont Pioneer (the "Dupont Pioneer Acquisition"), we agreed to the terms of a second asset
purchase agreement related to the purchase of DuPont Pioneer's GMO alfalfa assets, subject to certain circumstances, for an aggregate purchase price of $7,000,000. As indicated above, we
intend to use a portion of the net proceeds from the rights offering to fund all or part of this acquisition.
In addition, we may use a portion of the net proceeds for the repayment of debt, including our credit facility with KeyBank and our outstanding promissory note issued to DuPont Pioneer, or
refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or companies.
On September 22, 2015, we entered into a $20.0 million principal amount revolving credit facility with KeyBank National Association ("KeyBank"), which principal amount was
increased to $35.0 million pursuant to a Fourth Amendment Agreement on September 13, 2017 (as amended, the "KeyBank Credit Facility"). The KeyBank Credit Facility has a
maturity date of September 12, 2019 and loans may be based on a Base Rate or Eurodollar Rate (which is increased by an applicable margin of 2.2% per annum), each as defined in the
September 22, 2015 Credit and Security Agreement between us and KeyBank. We may use a material portion of the net proceeds from the rights offering to pay down our principal balance of
the KeyBank Credit Facility.
On December 31, 2014, in connection with the DuPont Pioneer Acquisition, we issued a secured promissory note (the "Pioneer Note") payable by us to DuPont Pioneer in the initial principal
amount of $10,000,000 (issued at closing), and a potential earn-out payment (payable as an increase in the principal amount of the Pioneer Note) of up to $5,000,000 based on our sales under
the distribution and production agreements entered into in connection with the DuPont Pioneer Acquisition, as well as other sales of products we consummate containing the acquired germplasm
in the three-year period following the closing. The Pioneer Note accrues interest at a rate of 3% per annum, and interest is payable in three annual installments, in arrears, commencing on
December 31, 2015. The Pioneer Note matures on December 31, 2017.
Pending these uses, we intend to invest our net proceeds from this offering primarily in cash or short-term equivalents. As of the date of this prospectus, we cannot specify with certainty all of
the particular uses for the net proceeds we will have upon completion of the offering. Accordingly, we will retain broad discretion over the use of these proceeds.
16
MARKET PRICE OF OUR COMMON STOCK
Market Information
The following table sets forth the range of high and low sales prices per share of our common stock as reported on the NASDAQ Capital Market for the periods indicated.
High
Low
Year Ended June 30, 2016
First Quarter
$5.42
$4.05
Second Quarter
4.80
4.05
Third Quarter
4.78
3.90
Fourth Quarter
4.80
4.10
Year Ended June 30, 2017
First Quarter
$5.14
$4.24
Second Quarter
5.35
4.25
Third Quarter
5.00
4.15
Fourth Quarter
5.20
3.08
Year Ending June 30, 2018
First Quarter
$4.20
$2.90
Second Quarter (through October 2, 2017)
3.20
3.05
On October 2, 2017, the closing price as reported on the NASDAQ Capital Market of our common stock was $3.05 per share.
Holders
As of October 2, 2017, there were 34 stockholders of record holding shares of our common stock.
17
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our
business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors and will be
dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that our
board of directors considers relevant. In addition, our credit facility with KeyBank contains restrictions on our ability to pay dividends.
18
DILUTION
If you purchase shares of our common stock in this offering, you will experience dilution to the extent of the difference between the price per share you pay in this offering and the net
tangible book value per share of our common stock immediately after this offering. The net tangible book value of our common stock on June 30, 2017 was $16.0 million, or $0.89 per share
(based upon 17,979,681 shares of our common stock outstanding). Net tangible book value per share is equal to the amount of our total tangible assets, less total liabilities, divided by the
aggregate number of shares of our common stock outstanding.
After giving effect to the assumed sale in this rights offering by us of 3,500,000 shares of common stock at a subscription price of $3.50 per share and after deducting estimated offering
expenses payable by us, our as adjusted net tangible book value as of June 30, 2017 would
have been $                 million, or $                 per share of common stock. This represents an immediate
increase in net tangible book value of $                 per share to existing stockholders and immediate dilution in net tangible book
value of $                                per share to investors purchasing shares of our
common stock in this offering. The following table illustrates this per share dilution:
Subscription price per share of common stock
$
3.50
Net tangible book value per share as of June 30, 2017
$
0.89
Increase per share attributable to investors in this offering
As adjusted net tangible book value per share as of June 30, 2017 after giving effect to this offering
Dilution per share to investors participating in this offering
$
The discussion and table above do not take into account further dilution to investors in this offering that could occur upon the exercise of outstanding options and warrants
having a per share exercise price less than the subscription price per share in this offering.
The number of shares of our outstanding common stock reflected in the discussion and table above is based on 17,979,681 shares of common stock outstanding as of June 30, 2017 and
excludes, as of that date:
990,528 shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of
$5.12 per share;
120,971 shares of our common stock issuable upon the settlement of outstanding restricted stock units;
2,699,999 shares of our common stock issuable upon exercise of outstanding warrants at an exercise price of $4.53 per share (as may be adjusted pursuant to their terms); and
561,278 shares of our common stock to be reserved for potential future issuance pursuant to Amended and Restated 2009 Equity Incentive Plan.
19
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock, all with a par value of $0.001 per share. As of October 2, 2017, we
had 20,704,688 shares of common stock and no shares of preferred stock outstanding.
Common Stock
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Subject to the preference in dividend rights of any series of
preferred stock that we may issue in the future, the holders of common stock are entitled to receive such cash dividends, if any, as may be declared by our board of directors out of legally
available funds. Upon liquidation, dissolution or winding up, after payment of all debts and liabilities and after payment of the liquidation preferences of any shares of preferred stock then
outstanding, the holders of the common stock will be entitled to participate pro rata in all assets that are legally available for distribution.
Other than the rights described above, the holders of common stock have no preemptive subscription, redemption, sinking fund or conversion rights and are not subject to further calls or
assessments. The rights and preferences of holders of common stock will be subject to the rights of any series of preferred stock that we may issue in the future.
Preferred Stock
We have never had, and immediately following this offering we will not have, any shares of preferred stock outstanding. Our board of directors, without any further vote or action by our
stockholders, has the authority to issue up to an aggregate of 5,000,000 shares of preferred stock from time to time, in one or more classes or series of shares, on terms that it may determine,
including among other things:
its dividend rate;
its liquidation preference;
whether or not the shares will be convertible into, or exchangeable for, any other securities; and
whether or not the shares will have voting rights, and, if so, determine the extent of the voting powers and the conditions under which the shares will vote as a separate class.
We believe that our board of directors' ability to issue preferred stock on such a wide variety of terms will enable the preferred stock to be used for important corporate purposes, such as
financing acquisitions or raising additional capital. However, were it inclined to do so, our board of directors could issue all or part of the preferred stock with, among other things, substantial
voting power or advantageous conversion rights. This stock could be issued to persons deemed by our board of directors likely to support our current management in a context for control of us,
either as a precautionary measure or in response to a specific takeover threat. We have no current plans to issue preferred stock for any purpose.
The issuance of preferred stock may delay, deter or prevent a change in control.
Anti-Takeover Effects of Certain Provisions of Nevada Law and Our Articles of Incorporation and Bylaws
Anti-Takeover Effects of Certain Provisions of Nevada Law and Our Articles of Incorporation and Bylaws and the Effect of Nevada Anti-takeover Statute.
We are subject to Section 78.438 of the Nevada Revised Statutes, an anti-takeover law. In general, Section 78.438 prohibits a Nevada corporation from engaging in any business
combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless prior to that date, the board of directors of
the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder. Section 78.439 provides that business
combinations after the three year period following the date that the stockholder becomes an interested stockholder may also be prohibited unless approved by the corporation's directors or other
stockholders or unless the price and terms of the transaction meet the criteria set forth in the statute.
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Section 78.416 defines "business combination" to include the following:
any merger or consolidation involving the corporation and the interested stockholder or any other corporation which is an affiliate or associate of the interested stockholder;
any sale, transfer, pledge or other disposition of the assets of the corporation involving the interested stockholder or any affiliate or associate of the interested stockholder if the assets
transferred have a market value equal to 5% or more of all of the assets of the corporation or 5% or more of the value of the outstanding shares of the corporation or represent 10% or more of
the earning power of the corporation;
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation with a market value of 5% or more of the value of the
outstanding shares of the corporation;
the adoption of a plan of liquidation proposed by or under any arrangement with the interested stockholder or any affiliate or associate of the interested stockholder;
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested
stockholder or any affiliate or associate of the interested stockholder; or
the receipt by the interested stockholder or any affiliate or associate of the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
In general, Section 78.423 defines an interested stockholder as any entity or person beneficially owning, directly or indirectly, 10% or more of the outstanding voting stock of the corporation
and any entity or person affiliated with or controlling or controlled by any of these entities or persons.
Control Share Acquisitions
.
The Nevada Business Corporation Law contains a provision governing "Acquisition of Controlling Interest." This law provides generally that any person or entity that acquires 20% or more of
the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of
the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires "control shares"
whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding
control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of
a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. The control share acquisition act is applicable only to shares of "Issuing Corporations" as defined by the act.
An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders of record, with at least 100 of such stockholders being both stockholders of record and residents of
Nevada; and (2) does business in Nevada directly or through an affiliated corporation.
At this time, we do not have 200 stockholders of record or 100 stockholders of record resident of Nevada. Notwithstanding, our Bylaws exempt our common stock from the control share
acquisition act. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares.
Our Transfer Agent, Registrar, Subscription Agent and Information Agent
Our transfer agent and registrar for our common stock is Transfer Online, Inc., Portland, Oregon. Transfer Online is also serving as the subscription agent and the information agent for
the rights offering.
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DESCRIPTION OF THE RIGHTS OFFERING
Before deciding whether to exercise your subscription rights, you should carefully read this prospectus, including the information set forth under the heading "Risk Factors" and the
information that is incorporated by reference into this prospectus, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2017.
The Subscription Rights Generally
We are distributing to the holders of our common stock and warrants to purchase our common stock (on an assumed as-exercised basis) as of 5:00 p.m., New York time,
on                     , 2017, which is
the record date for this rights offering, at no charge, non-transferable subscription rights to purchase shares of our common stock.
You will receive                  subscription rights for each
share of common stock you owned or are deemed to own, assuming exercise of the warrants, as applicable, as of 5:00 p.m., New York time, on the record date. The total number of subscription
rights issued to each holder will be rounded down to the nearest whole number.
The subscription rights will be evidenced by subscription rights certificates. Each subscription right includes a basic subscription privilege and an oversubscription privilege which are
described in greater detail below. Subscription rights may be exercised at any time during the subscription period, which commences
on                     , 2017, through the expiration date for the rights
offering, which is 5:00 p.m., New York time, on                     , 2017. You are not required to exercise any of your subscription rights.
Subscription Privilege
We will distribute                  subscription rights to each holder of record of our common stock and warrants to purchase our
common stock (on an as-exercised basis) for each share of
common stock held (or deemed to be held) by such holder, together with the holders of the warrants, collectively, for purposes of the rights offering, "stockholders." The total number of
subscription rights issued to each holder will be rounded down to the nearest whole number. Each whole subscription right will entitle you to purchase one share of common stock at a
subscription price of $3.50 per share. You may exercise any number of your subscription rights, or you may choose not to exercise any subscription rights. The subscription privilege will allocate
the rights to purchase up to 3,500,000 shares of common stock (the "offered pool"), allocated
pro rata
among the stockholders entitled to participate as of the record date. We
will place into escrow the subscribed for shares in the "offered pool," pending completion of the oversubscription portion of the rights offering. See "- Oversubscription Privilege."
Oversubscription Privilege
If any of our stockholders do not exercise all of the subscription rights issued to them in this rights offering, then each holder who has exercised subscription rights in full will have the
opportunity to purchase additional shares of our common stock at the subscription price of $3.50 per share under the oversubscription right. By extending oversubscription rights to our
stockholders, we are providing those holders who have exercised all of their subscription rights with an opportunity to purchase shares that are not purchased by other stockholders in this rights
offering.
If sufficient shares of common stock are available, we will seek to honor your oversubscription request in full. If, however, there are not enough shares available to fully satisfy all
oversubscription right requests, we will allocate the available shares of common stock
pro rata
among those stockholders exercising their oversubscription privilege in
proportion to the product (rounded down so that the subscription price multiplied by the aggregate number of shares does not exceed the aggregate offering amount) obtained by multiplying the
number of shares such stockholder subscribed for under the oversubscription privilege by a fraction the numerator of which is the number of unsubscribed shares and the denominator of which is
the total number of shares sought to be subscribed for under the oversubscription privilege by all holders participating in such oversubscription. The subscription agent will return any excess
payments by mail without interest or deduction as soon as reasonably practical after the expiration date.
In order to properly exercise your oversubscription privilege, you must deliver the subscription payment related to your oversubscription privilege prior to the expiration of the rights offering.
Because we will not know the total number of unsubscribed shares prior to the expiration of the rights offering, if you wish to maximize the number of shares you purchase pursuant to your
oversubscription privilege, you will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of shares of our common stock that may be available
to you (
i.e.
, for the maximum number of shares of common stock available to you, assuming you fully exercise your basic subscription privilege and are allotted the full amount of your
oversubscription as elected by you).
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We can provide no assurance that you will actually be entitled to purchase the number of shares issuable upon the exercise of your oversubscription privilege in full at the expiration of the
rights offering. We will not be able to satisfy your exercise of the oversubscription privilege if all of our stockholders exercise their basic subscription privileges in full, and we will only honor an
oversubscription privilege to the extent a sufficient amount of shares of our common stock are available following the exercise of subscription rights under the basic subscription privileges.
To the extent the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the oversubscription privilege is less than the amount you actually
paid in connection with the exercise of the oversubscription privilege, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments
received by the subscription agent will be returned promptly, without interest or penalty. To the extent the amount you actually paid in connection with the exercise of the oversubscription
privilege is less than the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the oversubscription privilege, you will be allocated only the
number of unsubscribed shares for which you actually paid in connection with the oversubscription privilege.
On the date of expiration of the rights offering, the subscription agent will determine the "oversubscription amount," which is the difference between 3,500,000 shares and the number of
shares subscribed for pursuant to the basic subscription privilege. The subscription agent will have the amount of oversubscription requests that each stockholder has indicated it would like to
"purchase." The subscription agent will allocate the oversubscription amount accordingly (
i.e.
, if the total amount of oversubscription requests is less than the oversubscription amount, the
oversubscription requests will be allocated in full; however, if the amount of oversubscription requests exceeds the oversubscription amount, the subscription agent will allocate the
pool
pro rata
).
Subscription Price
Our board of directors considered a number of factors in determining the price for the rights offering, including:
the price per share at which a new investor and two of our major stockholders, MFP and Wynnefield Capital, Inc., purchased shares in a private placement in July 2017;
"pass through" savings as a result of conducting the rights offering with no investment banking support;
the price at which our stockholders might be willing to participate in the rights offering;
the price per share at which MFP is willing to backstop the rights offering;
historical and current trading prices for our common stock, including on a volume weighted average share price basis over certain periods; and
the desire to provide an opportunity to our stockholders to participate in the rights offering on a pro rata basis.
See "Risk Factors - The subscription price determined for the rights offering is not an indication of the fair value of our common stock."
A member of our board of directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP, one of the purchasers in the above referenced July 2017 private
placement.
Expiration Time and Date
The subscription rights will expire at 5:00 p.m., New York time, on                     , 2017, unless we extend it.
We reserve the right to extend the subscription period at our sole discretion. Any
extension of the subscription period for more than 30 days will require MFP's prior written consent. If the expiration date of the rights offering
is so extended, we will give oral or written notice to the subscription agent on or before the scheduled expiration date, and we will issue a press release announcing such extension no later than
9:00 a.m., New York City time, on the next business day after the most recently announced expiration of the rights offering. You must properly complete the subscription rights certificate
distributed by the subscription agent and deliver it, along with the full subscription price, to the subscription agent
prior to 5:00 p.m., New York time, on                     , 2017, unless the expiration date
is extended. After the expiration of the rights offering period, all unexercised subscription rights will be null and void. We will not be obligated to honor any purported exercise of subscription rights
which the subscription agent receives after the expiration of the offering, regardless of when you sent the documents regarding that exercise. Shares purchased in the rights offering will be
issued, and any subscription payments for shares not allocated or validly purchased will be sent, as soon as practicable following the expiration date of the rights offering.
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Shares of Common Stock Outstanding After the Rights Offering
As of the record date, there were                  shares of our common stock outstanding. We will issue up to a maximum of 3,500,000
shares of common stock in the rights offering and/or
pursuant to the Backstop Commitment. Based on the number of shares issued and outstanding as of the record date, if we issue all 3,500,000 shares
of common stock available in this rights offering and/or pursuant to the Backstop Commitment, we
would have                                  shares of common stock issued and outstanding following
the completion of the rights offering. Assuming
no change in the number of shares issued and outstanding as of the record date, the dilution from the rights offering would be approximately                 %.
The shares of our common stock are listed on the Nasdaq Capital Market under the symbol "SANW."
Reasons for the Rights Offering
We are conducting the rights offering in order to raise additional capital and to improve and strengthen our financial position. We intend to use the net proceeds from the rights offering to
fund our acquisition of GMO alfalfa assets from DuPont Pioneer and for general corporate purposes, including working capital and capital expenditures. In addition, we may use a portion of the
net proceeds for the repayment of debt or refinancing of indebtedness or the acquisition of land, facilities, property or complementary products or companies.
In authorizing the rights offering, our board of directors considered and evaluated a number of factors, including:
our current capital resources and our future need for additional liquidity and capital;
the size and timing of the rights offering;
the potential dilution to our current stockholders if they choose not to participate in the offering;
alternatives available for raising capital, including debt and other forms of equity raises;
the potential impact of the rights offering on the public float for our common stock;
MFP's willingness to backstop the rights offering;
that applicable NASDAQ marketplace rules do not require stockholder approval of the rights offering or the Backstop Commitment; and
the fact that existing stockholders would have the opportunity to participate on a
pro rata
basis to purchase additional shares of common stock.
The net proceeds to us, after deducting estimated offering expenses, will be approximately $                , assuming all 3,500,000 shares are
issued in the rights offering and/or pursuant to the
Backstop Commitment. We estimate that the expenses of the rights offering will be approximately $                 .
Investment Agreement
We have entered into an Investment Agreement with MFP, pursuant to which MFP has agreed to provide the Backstop Commitment. The unsubscribed shares sold to MFP, if any, will
be issued in a private placement. Accordingly, such shares would not be registered pursuant to the registration statement of which this prospectus forms a part, although we have agreed to
register such shares in a separate registration statement. One of our directors, Alexander C. Matina, is Vice President of Investments of the general partner of MFP. For more information, see
the section entitled "Description of the Backstop Commitment" of this prospectus.
Limitations on the Purchase of Shares of Common Stock
Subject to your ability to exercise the oversubscription privilege, you may only purchase the number of whole shares of common stock purchasable upon exercise of the basic
subscription privilege included in the subscription rights distributed to you in the rights offering. Accordingly, the number of shares of common stock that you may purchase in the rights offering is
limited by the number of our shares of common stock or warrants to purchase our common stock you held on the record date. Although stockholders that fully and properly exercise their basic
subscription privilege have the right to exercise the oversubscription privilege, there can be no assurances of the number of shares, if any, that a holder will be able to acquire through the
exercise of the oversubscription privilege. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the opinion of our counsel, be
unlawful.
In addition, we will not be required to issue to you shares of our common stock pursuant to the rights offering if, in our opinion, you are required to obtain prior clearance or approval from any
state or federal regulatory authorities to own or control the shares and if, at the time the rights offering expires, you have not obtained this clearance or approval.
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Method of Exercising Subscription Rights
The exercise of subscription rights is irrevocable and may not be cancelled or modified. You may exercise your subscription rights as follows:
Subscription by Registered Holders
To exercise your subscription privilege, you must properly complete and execute the subscription rights certificate, together with any required signature guarantees, and forward it,
together with payment in full of the subscription price for each share of our common stock you are subscribing for, to the subscription agent at the address set forth under "- Subscription Agent
and Information Agent" below, on or prior to the expiration date.
Subscription by Beneficial Owners
If you are a beneficial owner of shares that holds your shares through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you
of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you and exercise your subscription rights and
deliver all documents and payment on your behalf prior to 5:00 p.m., New York time, on                     , 2017.
If you hold certificates of our common stock directly and would prefer to have your
broker, custodian bank or other nominee act for you, you should contact your nominee and request it to effect the transactions for you.
To indicate your decision with respect to your subscription rights, you should complete and return to your broker, custodian bank or other nominee, the form entitled "Beneficial Owner
Election Form." You should receive this form from your broker, custodian bank or other nominee with the other subscription rights offering materials. You should contact your broker, custodian
bank or other nominee if you do not receive this form, but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the form from your broker,
custodian bank or nominee or if you receive it without sufficient time to respond.
Medallion Guarantee May Be Required
Your signature on each subscription rights certificate must be guaranteed by an eligible institution, such as a member firm of a registered national securities exchange or a member of the
Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the
subscription agent, unless:
you are a record holder and your subscription rights certificate provides that shares are to be delivered to you as record holder of those subscription rights; or
you are an eligible institution.
Instructions for Completing Your Subscription Rights Certificate
You should read the instruction letter accompanying the subscription rights certificate carefully and strictly follow it. Do not send subscription rights certificates or payments to us. We will
not consider your subscription received until the subscription agent has received delivery of a properly completed and duly executed subscription rights certificate and payment of the full
subscription amount. The risk of delivery of all documents and payments is borne by you or your nominee, not us or the subscription agent.
The method of delivery of subscription rights certificates and payment of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by
mail, we recommend that you send those certificates and payments by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days
be allowed to ensure delivery to the subscription agent and clearance of payment before the expiration of the subscription period for the rights offering.
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Validity of Subscriptions
We will resolve all questions regarding the validity and form of the exercise of your subscription privileges, including time of receipt and eligibility to participate in the rights offering. Our
determination will be final and binding. Once made, subscriptions and directions are irrevocable, and we will not accept any alternative, conditional or contingent subscriptions or directions. We
reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with
your subscriptions before the subscription period expires, unless waived by us at our sole discretion. Neither the subscription agent nor we shall be under any duty to notify you or your
representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to cancel the rights offering, only when a properly completed and duly executed
subscription rights certificate and any other required documents and payment of the full subscription amount have been received by the subscription agent. Our interpretations of the terms and
conditions of the rights offering will be final and binding.
No Revocation or Change
Once you submit the form of subscription rights certificate to exercise any subscription rights, you are not allowed to revoke or change the exercise or request a refund of monies paid. All
exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain
that you wish to purchase the shares of common stock offered pursuant to this rights offering.
Payment for Shares
Method of Payment
Your payment of the subscription price must be made in U.S. dollars for the full number of shares of common stock you wish to acquire under the subscription privilege by either:
wire transfer of immediately available funds to accounts maintained by the subscription agent;
uncertified check payable to "Transfer Online, Inc. (acting as subscription agent for S&W Seed Company)";
bank draft drawn upon a U.S. bank and payable to "Transfer Online, Inc. (acting as subscription agent for S&W Seed Company)"; or
U.S. postal money order payable to "Transfer Online, Inc. (acting as subscription agent for S&W Seed Company)."
If you hold your rights through a broker, dealer, custodian bank or other nominee, you must deliver the applicable subscription payment and a completed form entitled "Beneficial Owner
Election Form" (or such other appropriate documents as are provided by your nominee related to your subscription rights) to your nominee in each case, prior to the expiration of the rights
offering.
Segregated Account; Return of Funds
The subscription agent will hold funds received in payment for shares of the common stock in a segregated account pending completion of the rights offering. The subscription agent will
hold this money until the rights offering is completed or is cancelled. If the rights offering is cancelled for any reason, we will return this money to subscribers, without interest or penalty, as soon
as practicable.
Receipt of Payment
Your payment will be considered received by the subscription agent only upon:
clearance of any uncertified check deposited by the subscription agent; or
receipt by the subscription agent of any wire or bank draft drawn upon a U.S. bank or any U.S. postal money order.
Payment received after the expiration of the rights offering period will not be honored, and, in that case, the subscription agent will return your payment to you, without interest or penalty, as
soon as practicable.
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Clearance of Uncertified Checks
If you are paying by uncertified personal check, please note that payment will not be deemed to have been received by the subscription agent until the check has cleared, which could
take at least five or more business days to clear. If you wish to pay the subscription price by uncertified personal check, we urge you to make payment sufficiently in advance of the time the rights
offering expires to ensure that your payment is received by the subscription agent and clears by the rights offering expiration date. We urge you to consider making your payment by wire transfer
or, as an alternative, using a bank draft or U.S. postal money order.
Missing or Incomplete Subscription Information
If you do not indicate the number of basic and, if applicable, oversubscription rights being exercised or complete the other required information, or do not forward full payment of the total
subscription price payment for the number of subscription rights that you indicate are being exercised, then you will be deemed to have exercised your subscription rights with respect to the
maximum number of subscription rights that may be exercised with the aggregate subscription price payment you delivered to the subscription agent. If we do not apply your full subscription
price payment to your purchase of shares of our common stock, we or the subscription agent will return the excess amount to you by mail, without interest or penalty, as soon as practicable after
the expiration date of the rights offering.
Amendment, Withdrawal and Termination
The period for exercising your subscription rights may be extended by our board of directors in its reasonable discretion. Any extension of the subscription period for more than 30 days
will require MFP's prior written consent. Our board of directors does not currently intend to extend the expiration of the rights offering.
If we cancel the rights offering, in whole or in part, all affected subscription rights will expire without value, and all subscription payments received by the subscription agent will be returned,
without interest or penalty, as soon as practicable. If we cancel the rights offering, we will issue a press release notifying stockholders of the cancellation.
Notice to Brokers and Nominees
If you are a broker, custodian bank or other nominee holder that holds shares of our common stock for the account of others on the rights offering record date, you should notify the
respective beneficial owners of such shares of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions
from the beneficial owner with respect to their subscription rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so
instructs, you should complete the appropriate subscription rights certificates and submit them to the subscription agent with the proper payment. If you hold shares of our common stock for the
account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all such beneficial owners in the aggregate otherwise would have been entitled had
they been direct record holders of our common stock on the subscription rights offering record date, provided that you, as a nominee record holder, make a proper showing to the subscription
agent by submitting the form entitled "Nominee Holder Certification" that we will provide to you with your subscription rights offering materials. If you did not receive this form, you should contact
the subscription agent to request a copy.
Transferability of Subscription Rights
The subscription rights granted to you are non-transferable and, therefore, you may not sell, transfer or assign your subscription rights to anyone else.
Delivery of Shares of Common Stock
All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form. When issued, the shares will be registered in the name of the subscription rights
holder of record. As soon as practicable after the expiration of the rights offering, the subscription agent will arrange for the issuance of the shares of common stock purchased pursuant to the
subscription privilege and oversubscription privilege. Subject to state securities laws and regulations, we have the discretion to delay distribution of any shares you may have elected to purchase
by exercise of your subscription rights in order to comply with state securities laws.
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Rights of Subscribers
You will have no rights as a stockholder of our common stock until your account, or your account at your broker, custodian bank or other nominee is credited with the shares of our
common stock purchased in the rights offering. You will have no right to revoke your subscriptions after you deliver your completed subscription rights certificate, payment and any other required
documents to the subscription agent.
Foreign and Other Stockholders
We will not mail subscription rights certificates to stockholders whose addresses are outside the United States or who have an army post office or foreign post office address. The
subscription agent will hold these subscription rights certificates for their account. To exercise subscription rights, our foreign stockholders and stockholders with an army post office or foreign
post office address must notify the subscription agent prior to 11:00 a.m., New York time, at least three business days prior to the expiration date of the rights offering and demonstrate to the
satisfaction of the subscription agent that the exercise of such subscription rights does not violate the laws of the jurisdiction of such stockholder.
No Recommendation to Subscription Rights Holders
Our board of directors is making no recommendations regarding your exercise of the subscription rights. You are urged to make your own decision whether or not to exercise your
subscription rights based on your own assessment of our business and the rights offering. See "Risk Factors" in this prospectus and in any document incorporated by reference into this
prospectus.
Miscellaneous
No Brokers, Dealers or Underwriters
We have not employed any brokers, dealers or underwriters in connection with the solicitation of exercise of rights, and, except as described herein, no other commissions, underwriting
fees or discounts will be paid in connection with this rights offering.
Subscription Agent and Information Agent
Transfer Online, Inc. is acting as the subscription agent and information agent for the rights offering under an agreement with us. All subscription rights certificates, payments of the
subscription price (other than wire transfers) and nominee holder certifications, to the extent applicable to your exercise of subscription rights, must be delivered to Transfer Online, Inc. as
follows:
Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214
Attn: Reorganization Department
You should direct any questions or requests for assistance concerning the method of subscribing for the shares of common stock or for additional copies of this prospectus to Transfer
Online, Inc. at (503) 227-2950.
We will pay the fees and expenses of Transfer Online, Inc., as subscription agent and information agent.
If you deliver subscription documents or subscription rights certificates in a manner different than that described in this prospectus, then we may not honor the exercise of your subscription
privilege.
Escrow Agent
Transfer Online, Inc. will serve as escrow agent to hold the offered pool subscribed shares pending completion of the oversubscription portion of the rights offering. We will pay the fees
and expenses of Transfer Online, Inc., in its capacity as escrow agent.
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Other Matters
We are not making the rights offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our
common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or
exercising the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in
order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay
allocation and distribution of any shares you may elect to purchase by exercise of your subscription privileges in order to comply with state securities laws. We may decline to make modifications
to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or
state laws or regulations from accepting or exercising the subscription rights you will not be eligible to participate in the rights offering.
Questions About Exercising Subscription Rights
If you have any questions or require assistance regarding the method of exercising your subscription rights or requests for additional copies of this document or the Instructions as to the
Use of S&W Seed Company Subscription Rights Certificates distributed by the subscription agent, you should contact Transfer Online, Inc. at (503) 227-2950.
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DESCRIPTION OF THE BACKSTOP COMMITMENT
Below is a brief summary of matters related to the Backstop Commitment.
Investment Agreement
Pursuant to the Investment Agreement, MFP has agreed to provide the Backstop Commitment. The unsubscribed shares sold to MFP, if any, are being offered and sold to MFP in a
private placement, although we have agreed to register such shares in a separate registration statement.
MFP's obligation to provide the Backstop Commitment under the Investment Agreement is subject to customary conditions, including, but not limited to, the following: (i) the effectiveness of
the registration statement of which this prospectus is a part; (ii) the rights offering being conducted in accordance with the terms and conditions of the Investment Agreement and this prospectus;
(iii) MFP having received certain notices from us; (iv) all governmental and third party notifications, filings, consents, waivers and approvals required for the consummation of the transactions
contemplated by the Investment Agreement having been made or received; (v) no legal impediment to the issuance of shares pursuant to the rights offering or the Backstop Commitment; (vi) us
being in good standing as of the closing date of the rights offering and the other transactions contemplated by the Investment Agreement; (vii) the accuracy of our representations and warranties
made in the Investment Agreement; (viii) our compliance in all material respects with our covenants made in the Investment Agreement; (ix) the absence of any changes or events that,
individually or in the aggregate, would reasonably be expected to result in a material adverse effect (as defined in the Investment Agreement); (x) reimbursement of MFP's expenses in
connection with the Investment Agreement; and (xi) the absence of certain adverse market events.
The Investment Agreement may be terminated at any time prior to the closing of the rights offering and the issuances contemplated by the Investment Agreement:
by mutual written consent;
by MFP, under the following circumstances: (i) if we breach any covenant or representation or warranty that would cause the failure to satisfy a closing condition and is not capable of being
cured by February 28, 2018; (ii) if the rights offering has not commenced by February 28, 2018; (iii) after February 28, 2018, if the rights offering has not been completed by reason other than a
breach by MFP of its obligations under the Agreement; or
by us under the following circumstances: (i) if MFP breaches any covenant or representation or warranty that would cause the failure to satisfy a closing condition and is not capable of cure
by February 28, 2018; or (ii) after February 28, 2018, if the rights offering has not been completed by reason other than our breach of our obligations under the Agreement.
We have agreed to indemnify MFP and its affiliates, and its and their respective officers, directors, members, partners, employees, agents and controlling persons for losses arising out of the
rights offering, the Investment Agreement or any of the transactions contemplated by the Investment Agreement, subject to certain exceptions.
We are not paying a fee to MFP in connection with the Backstop Commitment. However, we have agreed to reimburse MFP for its reasonable costs and expenses, not to exceed $50,000 in
the aggregate.
Pursuant to the Investment Agreement, MFP will receive certain customary registration rights with respect to the shares of common stock that it acquires under the Investment
Agreement.
MFP Ownership
As of the record date, MFP owned                                  shares of common stock,
representing approximately                 % of our issued and outstanding shares of common stock as of such date.
Following completion of the rights offering and after giving effect to the Backstop Commitment, if no other stockholders exercise their subscription rights in the rights offering, MFP will own
                                 shares of our common stock, representing
approximately                 % of our issued and outstanding shares of common stock. One of our directors, Alexander C. Matina, is Vice President of
Investments of the general partner of MFP.
30
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
TO U.S. HOLDERS
The following discussion is a summary of the material U.S. federal income tax consequences
to U.S. Holders (as defined below) relating to
the receipt
and exercise
(or expiration) of the subscription rights acquired through the rights offering and the ownership and disposition of shares of our common stock received
upon exercise
of the subscription rights
.
This summary
deals only with subscription rights acquired through the rights offering and shares of our common stock
acquired upon exercise of subscription rights, in each case, that are held as capital assets by a beneficial owner. This discussion applies only to U.S. Holders
and does not address all
aspects of U.S. federal income taxation that may be relevant to
U.S.
Holders in light of their
personal
circumstances
, including the alternative minimum tax and the Medicare contribution tax on investment income. This
discussion also does not address tax consequences to U.S.
Holders
that
may be subject to special tax
rules
, including, without limitation, insurance companies, real estate investment trusts,
regulated investment companies, corporations
that accumulate income to avoid U.S. federal income tax, grantor trusts, tax-exempt organizations, employee stock purchase plans,
partnerships and other
pass
-through entities,
persons holding subscription rights, shares of
our common stock or
warrants
as part of a hedg
ing
,
integrated, conversion or constructive sale transaction, a synthetic security or a
straddle, or
an
other
risk
reduction
strategy, financial institutions, brokers, dealers in securities or currencies,
traders that elect to mark-to-market their securities, persons that acquired subscription rights, shares of our common stock or warrants in connection with employment or other performance of
services, and persons that have a functional currency other than the U.S. dollar. In addition, the discussion does not describe any tax consequences arising out of the tax laws of any state, local
or foreign jurisdiction, or any U.S. federal tax considerations other than income taxation (such as estate, generation skipping or gift taxation).
The discussion below is based upon the provisions of the Internal Revenue
Code of 1986, as amended, or the Code
, the United States Treasury regulations promulgated thereunder, rulings and judicial decisions, as of the date hereof, and such authorities may be repealed,
revoked or modified, perhaps retroactively. We have not sought, and will not seek, any rulings from
the Internal Revenue Service, or the
IRS, regarding the matters discussed below. There can be no assurance that the IRS or a court (if the matter were contested) will not take positions concerning the
tax consequences of the receipt of subscription rights acquired through the rights offering by persons holding shares of our common stock or warrants, the exercise (or expiration) of the
subscription rights, or the acquisition, ownership and disposition of shares of our common stock, in each case that are different from those discussed below.
As used herein, a "U.S. Holder" means a beneficial owner of shares of our common stock, warrants, subscription rights or shares of our common stock
acquired upon exercise of subscription rights, as the case may be, that is for
U.S. federal income tax
purposes: (1) an
individual who is a citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States or any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (a) the
administration of which is subject to the primary supervision of a court within the United States and one or more United States persons as described
in Section
7701(a)(30) of the Code
have authority to control all substantial decisions of the trust or (b) that has a valid election under the Treasury Regulations in effect to
be treated as a United States person.
If any entity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes is the record owner, the U.S.
federal income tax treatment of a partner (or participant in another pass-through entity) generally will depend upon the status of the person and the activities of the entity. Holders that are
partnerships or other pass-through entities (and partners in such partnerships and participants in such entities) are urged to consult their own tax advisors.
HOLDERS OF SHARES OF OUR COMMON STOCK OR WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE
APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS,
FOREIGN, STATE AND LOCAL LAWS AND TAX TREATIES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP AND
DISPOSITION OF SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS.
31
Taxation of Subscription Rights
Receipt of Subscription Rights
Although the authorities governing transactions such as this rights offering are complex and do not specifically address the consequences of certain aspects of this rights offering,
including the distribution of subscription rights to warrant holders and the effects of the oversubscription privilege, we do not believe your receipt of subscription rights
pursuant to the rights offering
should be treated as a taxable distribution with respect to your existing shares of common stock
or warrants for U.S. federal income tax purposes. Pursuant to Section 305(a) of the Code, in general, the receipt by a stockholder of a right to acquire stock should not be included in the taxable
income of the recipient. For this purpose, rights to acquire stock are treated as stock, so that holders of warrants would be treated as stockholders. The general rule of non-recognition in Section
305(a) is subject to exceptions in Section 305(b), which include "disproportionate distributions." A disproportionate distribution is a distribution or a series of distributions, including deemed
distributions, that has the effect of the receipt of cash or other property by some stockholders and an increase in the proportionate interest of other stockholders in a corporation's assets or
earnings and profits. During the last 36 months, we have not made any distributions of cash or non-stock property with respect to: (i) our common stock or (ii) our options or warrants to acquire
common stock. Currently we do not intend to make any future distributions of cash or non-stock property with respect to: (i) our common stock or (ii) our options or warrants to acquire our
common stock; however, there is no guarantee that we will not make such distributions in the future
.
Our position regarding the tax-free treatment of the subscription rights
distribution is not binding on the IRS or the
courts. If our position is finally determined by the IRS or a court to be incorrect, whether on the basis that the issuance of the
subscription rights is
a
"disproportionate distribution" or otherwise,
the fair market value of the subscription rights
would be taxable
to holders of
our common stock
as a dividend to the extent of the holder's
pro rata
share of
our
current
and
accumulated earnings and profits,
if any, with any excess being
treated as a tax-free return of capital to the
extent of the stockholder
'
s tax basis in
our
stock and then as capital gain.
Although no
assurance can be given, it is anticipated that we will not have current and accumulated earnings and profits through the end of 2017.
Further, if our position is incorrect, the treatment of holders of warrants may differ from the treatment of the subscription rights distribution to the holders of our
common stock. The warrant holders may be treated in a manner similar to holders of our common stock but it is possible that they may be subject to different and more adverse U.S. federal
income tax consequences.
The following discussion is based upon the treatment of the subscription rights issuance as a non-taxable distribution with
respect to your existing shares of common stock or warrants for U.S. federal income tax purposes.
Tax Basis in the Subscription Rights
If the fair market value of the subscription rights
you receive in respect of your existing shares of common stock is
less than
15% of the fair market value
of your existing shares of
common stock
on the date you receive
the
subscription rights
, the subscription rights will have a zero dollar basis for
U.S. federal income tax
purposes, unless you elect to
allocate your basis in your existing shares of common stock between those existing holdings and the subscription rights in proportion to the relative fair market values of the existing holdings and
the subscription rights, each determined on the date of receipt of the subscription rights. If you elect to allocate basis between your existing holdings and the subscription rights, you must make
this election on a statement included with a timely filed tax return (including extensions)
for the taxable year in which
you receive
the subscription rights
. The election is irrevocable.
If the fair market value of the subscription rights you receive in respect of your existing shares common stock
is 15% or
more of the fair market value of your existing shares of common stock on the date you receive
the subscription rights, then
you must allocate the
basis in
your existing holdings
between
those holdings
and the subscription rights in proportion to their fair market values
determined
on the date
you receive
the subscription rights
. It is unclear whether the rules for
allocating tax basis will apply in the same way to
subscription rights received
with respect to warrants. We urge you to consult with your own tax advisor as to
the computation of the basis in subscription rights received with respect to our warrants.
The fair market value of the
subscription rights
on the date
that
the subscription rights are distributed
is uncertain, and we have
not obtained, and
do
not intend to obtain, an appraisal of the fair market value of the subscription rights on
that date. In determining
the fair
market value of the subscription rights
, you should consider all relevant facts and circumstances, including but not limited to any difference between the
subscription price of the subscription rights and the trading price of our shares of common stock on the date
that
the subscription rights are distributed
, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are non-transferable
.
Exercise of Subscription Rights
Generally, you will not recognize gain or loss upon the exercise of
a
subscription right received
pursuant to
the
rights offering.
Your adjusted
tax basis in the
shares of
common stock acquired through
the
exercise of
such
subscription rights
should
equal the sum of
(i)
the subscription
price
paid
for the
shares, plus (ii)
the tax basis, if any, in the
subscription rights immediately
prior to such exercise
. The holding period for
shares of
common stock acquired
upon
exercise of
such
subscription rights will begin
on
the date the subscription right
is
exercised.
32
If you exercise a subscription right received in the rights offering after disposing of the shares of our common stock or warrants
with respect to which such subscription
right is received, then certain aspects of the tax treatment of the exercise of the
subscription right are unclear, including (1) the allocation of the tax basis between the shares of common stock or warrants previously sold and the subscription right, (2) the impact of such
allocation on the amount and timing of gain or loss recognized with respect to the shares of our common stock or warrants previously sold and (3) the impact of such allocation on the tax basis of
the shares of our common stock acquired upon exercise of the subscription right. If you exercise a subscription right
received in the rights offering
after disposing of shares of common stock or warrants with respect to which such subscription right is received, you should consult with your own tax advisor.
Expiration of Subscription Rights
If you allow
subscription rights received in the rights offering to expire
, you should
not recognize any gain or loss
for U.S. federal income tax purposes,
and you should re-
allocate any
portion of the tax basis in
your existing shares of common stock or warrants previously allocated to the expired
subscription rights to the existing shares of common stock or warrants.
Taxation of Common Stock
Distributions
Distributions with respect to shares of our common stock acquired upon exercise of subscription rights will be taxable as dividend income when the distribution is actually or constructively
received to the extent of our current or accumulated earnings and profits as determined
for U.S. federal income tax purposes.
Dividend income received by certain non-corporate U.S. Holders with respect to shares of our common stock generally will be "qualified dividends" subject to preferential rates of
U.S. federal income tax
, provided that the U.S. Holder meets applicable holding period and other requirements. Subject to
similar exceptions for short-term and hedged positions, dividend income on our shares of common stock paid to U.S. Holders that are domestic corporations generally will qualify for the
dividends-received deduction. To the extent that the amount of a distribution exceeds our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of
capital to the extent of your adjusted tax basis in your shares of our common stock and thereafter as capital gain.
Dispositions
If you sell or otherwise dispose of shares of common stock acquired upon exercise of subscription rights in a taxable transaction, you will generally
recognize capital gain or loss equal to the difference between the amount realized and your
adjusted tax basis in the
shares. The capital gain or loss will be long-term capital gain or loss if your holding period for the shares is more than one year at the time of disposition.
Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
You may be subject to information reporting and/or backup withholding if you receive dividend payments (including constructive dividends) or receive gross proceeds from the disposition of
shares of our common stock acquired through the exercise of subscription rights. Backup withholding (currently at the rate of 28%) may apply under certain circumstances if you (1) fail to furnish
your social security or other taxpayer identification number, or TIN, (2) furnish an incorrect TIN, (3) fail to report interest or dividends properly or (4) fail to provide a certified statement, signed
under penalty of perjury, that the TIN provided is correct, that you are not subject to backup withholding and that you are a U.S. person
for U.S. federal income
tax purposes
on IRS Form W-9. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle you
to a refund with respect to) your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Certain persons, including corporations and certain financial
institutions, that demonstrate this fact, if requested, are exempt from information reporting and backup withholding. You are urged to consult your own tax advisor as to your qualification for
exemption from backup withholding and the procedure for obtaining such exemption.
33
THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. HOLDERS IS NOT TAX ADVICE. HOLDERS OF SUBSCRIPTION RIGHTS,
SHARES OF OUR COMMON STOCK AND WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS
TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE AND LOCAL LAWS AND TAX TREATIES OF
THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES OF OUR COMMON STOCK
ACQUIRED UPON EXERCISE OF SUBSCRIPTION RIGHTS.
34
PLAN OF DISTRIBUTION
We will distribute the subscription rights, subscription rights certificates and copies of this prospectus to persons who owned shares of our common stock or warrants to purchase our
common stock of record as of 5:00 p.m., New York time, on                     , 2017, the record date for the rights offering.
If you wish to exercise your subscription rights and purchase shares of
common stock, you should complete the subscription rights certificate and return it with payment for the shares, to the subscription agent, Transfer Online, Inc. See "Description of the Rights
Offering - Method of Exercising Subscription Rights." If you have any questions, you should contact the information agent, Transfer Online, Inc., at (503) 227-2950. The subscription rights will not
be listed on any stock exchange or market or on the OTC Markets. Our shares of common stock are listed on the Nasdaq Capital Market under the symbol "SANW."
We have agreed to pay the subscription agent and information agent customary fees plus certain expenses in connection with the rights offering. We have not employed any brokers, dealers
or underwriters in connection with the solicitation of exercise of subscription rights. Except as described in this section, we are not paying any other commissions, underwriting fees or discounts
in connection with the rights offering. Some of our employees may solicit responses from you as a holder of subscription rights, but we will not pay our employees any commissions or
compensation for these services other than their normal employment compensation. We estimate that our total expenses in connection with the rights offering will be approximately $          .
35
LEGAL MATTERS
The validity of the subscription rights and the common stock issuable upon exercise of the subscription rights offered by this prospectus will be passed upon for us by Jolie Kahn, Esq.,
Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements as of June 30, 2017 and 2016, and for the years then ended incorporated in this prospectus by reference to the Annual Report on Form 10-K for the
year ended June 30, 2017 have been so incorporated in reliance on the report of Crowe Horwath LLP, independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
36
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a
part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed with the registration statement. For further information about us
and the common stock offered hereby, we refer you to the registration statement and the exhibits filed with the registration statement. Statements contained in this prospectus regarding the
contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by
reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the filed exhibits may be inspected without
charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from
that office at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.
We are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, are required to file periodic reports, proxy statements and other
information with the SEC. These periodic reports, proxy statements and other information are available for inspection and copying at the SEC's public reference facilities and the website of the
SEC referenced above. We make available free of charge, on or through the investor relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. The information found on our website, other than as specifically incorporated by reference in this prospectus, is not part of this prospectus.
The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to another document that we
have filed separately with the SEC. The information incorporated by reference is an important part of this prospectus. Information in this prospectus supersedes information incorporated by
reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this
prospectus. We also incorporate by reference into this prospectus the following documents as well as all documents (other than current reports or portions thereof furnished under Item 2.02 or
Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by
the SEC) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this
prospectus is a part and prior to effectiveness of the registration statement, and (ii) after the effectiveness of the registration statement but prior to the termination of the offering of the securities
covered by this prospectus:
our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 filed with the SEC on September 20, 2017;
our Current Reports on Form 8-K filed with the SEC on July 20, 2017, July 21, 2017, September 14, 2017, September 18, 2017 and October 4, 2017; and
the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on April 23, 2010, including any amendments and reports filed for the purpose of
updating such description.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are
incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You should direct
any requests for documents by writing us at 802 N. Douty Street, Hanford, California 93230, Attn: Corporate Secretary or telephoning us at (559) 884-2535.
We maintain a website at http://swseedco.com. Information contained in or accessible through our website does not constitute a part of this prospectus.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes
of the document to the extent that a statement contained in this document or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or
supersedes the statement.
37
3,500,000 Shares of Common Stock
Prospectus
, 2017
38
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of the expenses to be incurred by us in connection with the registration of the securities under this Registration Statement, all of which
will be borne by us. All the amounts shown below are estimates, except for the Securities and Exchange Commission ("SEC") registration fee.
SEC registration fee
$
1,526
NASDAQ listing fee
*
Accounting fees and expenses
*
Legal fees and expenses
*
Printing and related expenses
*
Subscription and information agent expenses
*
Miscellaneous
*
Total
$
*
* To be completed by amendment.
ITEM 14.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada Revised Statutes ("NRS") 78.138(7) provides that, subject to certain very limited statutory exceptions or unless the articles of incorporation provide for
greater individual liability, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a
director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or
a knowing violation of law.
NRS 78.7502(1) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise (an "Indemnified Party"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified
Party in connection with such action, suit or proceeding if the Indemnified Party would not be liable pursuant to NRS 78.138 or the Indemnified Party acted in good faith and in a manner the
Indemnified Party reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe
the Indemnified Party's conduct was unlawful.
NRS 78.7502(2) empowers a corporation to indemnify any Indemnified Party who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor against expenses (including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by such Indemnified Party) in connection with the defense or settlement of such action or suit if such Indemnified Party would not be liable pursuant to NRS 78.138 or such Indemnified
Party acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of
any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which such action or suit was brought determines upon application that in view of all the circumstances, the Indemnified Party is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
NRS 78.7502(3) provides that to the extent an Indemnified Party has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred
to in Subsection 1 or 2 of NRS 78.7502 described above or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Indemnified Party against expenses (including
attorneys' fees) actually and reasonably incurred by the Indemnified Party in connection therewith.
II-1
NRS 78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to NRS 78.751(2), may be
made by a corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances. Such determination must be
made (a) by the stockholders, (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a
quorum of such disinterested directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such disinterested
directors cannot be obtained.
NRS 78.751(2) provides that a corporation's articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay the expenses
of officers and directors incurred in defending a civil or criminal action, suit or proceeding as such expenses are incurred and in advance of the final disposition, upon receipt by the corporation of
an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the
corporation. The provisions of NRS 78.751(2) do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract
or otherwise by law.
NRS 78.751(3) provides that indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751 does
not exclude any other rights to which an Indemnified Party may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office; provided, however, that unless ordered by a court pursuant to NRS 78.7502 or for
the advancement of expenses pursuant to NRS 78.751(2), indemnification may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or
her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law which was material to the cause of action. Additionally, the scope of such indemnification and
advancement of expenses shall continue as to an Indemnified Party who has ceased to hold one of the positions specified above, and shall inure to the benefit of his or her heirs, executors and
administrators.
NRS 78.752 empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of an Indemnified Party for any liability asserted
against such Indemnified Party or liability and expenses incurred by such Indemnified Party, whether or not the corporation has the authority to indemnify such person against such liability and
expenses.
The bylaws of the Registrant provide for indemnification of Indemnified Parties substantially identical in scope to that permitted under the NRS. Such bylaws provide that
the expenses of directors and officers of the Registrant incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Registrant
as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Registrant.
In addition to indemnification provided in the Registrant's bylaws, the Registrant has entered into agreements to indemnify the directors and executive officers of the
Registrant and directors of the Registrant's wholly owned subsidiaries. These agreements require that the Registrant indemnify the directors and officers against all expenses incurred by any
such person arising out of such person's service as a director or officer of the Registrant or its subsidiaries, to the fullest extent permitted by applicable law and to any greater extent that
applicable law may in the future permit. The Registrant has also purchased insurance coverage for such directors and officers with respect to litigation and other costs and liabilities arising out of
their actual or alleged misconduct.
The above-described provisions relating to the indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain
circumstances against liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"). Insofar as indemnification
for liabilities arising under the Securities Act may be permitted for our directors, officers or persons controlling us pursuant to applicable state law, we have been informed that, in the opinion of
the Securities and Exchange Commission (the "SEC"), such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
II-2
ITEM 15.
RECENT SALES OF UNREGISTERED SECURITIES
On April 20, 2015, we issued 200,000 shares of our common stock at a per share price of $4.64 to Bioceres, S.A. ("Bioceres"), in exchange for 1,263 newly-issued
shares of Bioceres. The newly-issued shares were issued pursuant to the exemption from registration as set forth in Section 4(a)(2) of the Securities Act. The availability of the exemption
was predicated on the fact that the sale was made to a single accredited, sophisticated investor who was familiar with our business, who had access to business and financial information about
our company and with whom we have established a joint working relationship.
On November 23, 2015, we entered into a Securities Purchase Agreement (the "November Purchase Agreement") with MFP pursuant to which we agreed to
sell and issue an aggregate of 1,180,722 shares of our common stock (the "November Shares"), at a purchase price of $4.15 per share, for aggregate gross proceeds of
approximately $4.9 million in cash. The offer and sale of the November Shares was not registered under the Securities Act or any state securities laws. We relied on the exemption from the
registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder with respect to the issuance of the November Shares. In connection
with the Purchasers' execution of the Purchase Agreement, the Purchasers' represented to us that they were each an "accredited investor" as defined in Regulation D of the
Securities Act and that the November Shares purchased by them were acquired solely for their own account and for investment purposes and not with a view to the future sale or
distribution.
On May 26, 2016, we purchased the assets and business of SV Genetics. As partial consideration for the assets and business of SV Genetics, we issued 225,088 shares
of our common stock. Such issuance was made in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act, as a transaction to an accredited investor
not involved in a public offering, who was familiar with our business and who had access to business and financial information about the Company.
On July 19, 2017, we entered into a Securities Purchase Agreement (the "July Purchase Agreement") with Competrol International Investments Limited, MFP
and certain entities related to Wynnefield Capital Management LLC (the "July Purchasers"), pursuant to which we agreed to sell and issue an aggregate of 2,685,000 shares of our
Common Stock (the "July Shares") at a purchase price of $4.00 per share, for aggregate gross proceeds of approximately $10.74 million in cash. The offer and sale of the July Shares
was not registered under the Securities Act or any state securities laws. We relied on the exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof
and Rule 506 of Regulation D thereunder with respect to the issuance of the July Shares. In connection with the Purchasers' execution of the July Purchase Agreement, the Purchasers'
represented to us that they were each an "accredited investor" as defined in Regulation D of the Securities Act and that the July Shares purchased by them were acquired solely for
their own account and for investment purposes and not with a view to the future sale or distribution.
ITEM 16.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.
ITEM 17.
UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;
II-3
provided, however,
that paragraphs (1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such date of first use;
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Hanford, State of California, on October 4, 2017.
S&W SEED COMPANY
By:
/s/ Mark W. Wong
Mark W. Wong
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark W. Wong and Matthew K. Szot, and each of them, as his
true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to sign any Registration Statement for the same offering covered by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Mark W. Wong
Mark W. Wong
President, Chief Executive Officer and Director
(Principal Executive Officer)
October 4, 2017
/s/ Matthew K. Szot
Matthew K. Szot
Executive Vice President, Finance and
Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)
October 4, 2017
/s/ Mark J. Harvey
Mark J. Harvey
Director
October 4, 2017
/s/ Glen D. Bornt
Glen D. Bornt
Director
October 4, 2017
/s/ David A. Fischhoff
David A. Fischhoff
Director
October 4, 2017
/s/ Alexander C. Matina
Alexander C. Matina
Director
October 4, 2017
/s/ Charles B. Seidler
Charles B. Seidler
Director
October 4, 2017
/s/ Grover T. Wickersham
Grover T. Wickersham
Director
October 4, 2017
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EXHIBIT INDEX
Exhibit Number
Exhibit Description
Form
SEC File Number
Exhibit Number
Filing Date
Filed Herewith
2.1
Asset Acquisition Agreement among the Registrant, Imperial Valley Seeds, Inc. ("IVS"), Glen D. Bornt, Fred Fabre and the Bornt Family Trust, dated September 28,
2012
8-K
000-34719
2.1
10/2/12
2.2
Asset Purchase and Sale Agreement between the Registrant and Pioneer Hi-Bred International, Inc. ("Pioneer"), dated December 19, 2014
8-K
000-34719
2.1
12/29/14
2.3
First Amendment to Asset Purchase and Sale Agreement between the Registrant and Pioneer, dated December 31, 2014
8-K
000-34719
2.1
1/7/15
2.4
Second Amendment to the Asset Purchase and Sale Agreement between the Registrant and Pioneer, dated April 23, 2015
10-K
000-34719
2.6
9/28/15
2.5
Third Amendment to Asset Purchase and Sale Agreement between the Registrant and Pioneer, dated July 23, 2015
10-K
000-34719
2.7
9/28/15
2.6
Asset Acquisition Agreement between the Registrant and SV Genetics Pty Ltd, dated May 26, 2016
8-K
000-34719
2.1
5/31/16
3.1
Registrant's Articles of Incorporation
8-K
001-34719
3.1
12/19/11
3.2
Registrant's Amended and Restated Bylaws, together with Amendments One, Two and Three thereto
10-K
000-34719
3.2
9/28/15
4.1
Form of Common Stock Certificate
S-3
333-219726
4.3
8/4/17
4.2
Form of Common Stock Purchase Warrant
8-K
000-34719
10.3
12/31/14
5.1+
Opinion of Jolie Kahn, Esq.
X
10.1
Assignment and Assumption Agreement between the Registrant and IVS, dated October 1, 2012
8-K
000-34719
10.1
10/2/12
10.2
Supply Agreement between IVS and Imperial Valley Milling Co. ("IV Milling"), dated October 1, 2012 (assigned to the Registrant)
10-Q
000-34719
10.2
2/13/13
10.3
Subordinated Promissory Note made by the Registrant in favor of IVS, dated October 1, 2012
8-K
000-34719
10.3
10/2/12
10.4
Service Level Agreement with IV Milling dated April 4, 2014
10-K
000-34719
10.45
9/24/14
10.5
Roundup Ready® Alfalfa Co-Breeding Agreement between the Registrant and Forage Genetics International, LLC, dated March 21, 2013(1)
10-K
000-34719
10.28
9/30/13
II-6
10.6
Contract Alfalfa Production Services Agreement between the Registrant and Pioneer, dated December 31, 2014)(1)(2)
8-K
000-34719
10.2
1/7/15
10.7
First Amendment to Contract Alfalfa Production Services Agreement between the Registrant and Pioneer, dated July 23, 2015
10-K
000-34719
10.7
9/28/15
10.8
Second Amendment to Contract Alfalfa Production Services Agreement between the Registrant and Pioneer, dated August 7, 2015
8-K
000-34719
10.2
8/17/15
10.9
Alfalfa Distribution Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)
8-K
000-34719
10.1
1/7/15
10.10
First Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated July 23, 2015
10-K
000-34719
10.10
9/28/15
10.11
Second Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated August 7, 2015
8-K
000-34719
10.1
8/17/15
10.12
Research Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)
8-K
000-34719
10.3
1/7/15
10.13
Non-Exclusive Alfalfa Licensing and Assignment Agreement between the Registrant and Pioneer, dated December 31, 2014(1)
8-K
000-34719
10.4
1/7/15
10.14
Lease Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)
8-K
000-34719
10.5
1/7/15
10.15
Information Technology Transition Services Agreement between the Registrant and Pioneer, dated December 31, 2014(1)(2)
8-K
000-34719
10.6
1/7/15
10.16
Promissory Note issued by the Registrant in favor of Pioneer, dated December 31, 2014(1)
8-K
000-34719
10.7
1/7/15
10.17
Security Agreement between the Registrant and Pioneer, dated December 31, 2014
8-K
000-34719
10.8
1/7/15
10.18
Mortgage from the Registrant to Pioneer, dated December 31, 2014
8-K
000-34719
10.9
1/7/15
10.19
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing among the Registrant, TitleOne Corporation, as trustee, and Pioneer, as beneficiary, dated
December 31, 2014
8-K
000-34719
10.10
1/7/15
10.20
Patent License Agreement between the Registrant and Pioneer, dated December 31, 2014
8-K
000-34719
10.11
1/17/15
II-7
10.21
Patent Assignment Agreement between the Registrant and Pioneer, dated December 31, 2014(2)
8-K
000-34719
10.12
1/7/15
10.22
Know-How Transfer Agreement between the Registrant and Pioneer, dated December 31, 2014(2)
8-K
000-34719
10.13
1/7/15
10.23
Data Transfer Agreement between the Registrant and Pioneer, dated December 31, 2014(2)
8-K
000-34719
10.14
1/7/15
10.24
Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights between the Registrant and Pioneer, dated
December 31, 2014(2)
8-K
000-34719
10.15
1/7/15
10.25
First Amendment to the Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights between the Registrant
and Pioneer, dated April 23, 2015
10-K
000-34719
10.25
9/28/15
10.26
Assignment and Assumption Agreement between the Registrant and Pioneer, dated December 31, 2014
8-K
000-34719
10.16
1/7/15
10.27
General Warranty Deed by Pioneer in favor of the Registrant, dated December 31, 2014
8-K
000-34719
10.17
1/7/15
10.28
Warranty Deed by Pioneer in favor of the Registrant, dated December 31, 2014
8-K
000-34719
10.18
1/7/15
10.29
Form of Indemnification Agreement with Officers, Directors and Employees of the Registrant and Subsidiaries
8-K
000-34719
10.1
7/24/14
10.30
Amended and Restated 2009 Equity Incentive Plan as amended through Amendment No. 2, forms of Stock Option Grant and Agreement, Restricted Stock Unit Grant and
Restricted Stock Award*
10-K
000-34719
10.34
9/28/15
10.31
Employment Agreement between the Registrant and Mark S. Grewal, dated March 18, 2016*
8-K
000-34719
10.1
3/23/16
10.32
Employment Agreement between the Registrant and Matthew K. Szot, dated March 18, 2016*
8-K
000-34719
10.2
3/23/16
10.33
Employment Agreement between the Registrant and Dennis C. Jury, dated March 18, 2016*
8-K
000-34719
10.3
3/23/16
10.34
Contract of Employment between Seed Genetics International Pty, Ltd. and Dennis C. Jury, dated as of March 28, 2013*
8-K
000-34719
10.1
4/5/13
II-8
10.35
Employment Agreement between the Registrant and Mark W. Wong, dated June 19, 2017*
10-K
000-34719
10.35
9/20/17
10.36
Employment Agreement between the Registrant and Danielson B. Gardner, dated August 15, 2016*
10-K
000-34719
10.36
9/20/17
10.37
Collaboration Agreement between the Registrant and Calyxt, Inc., dated May 28, 2015 and entered into by the Registrant on June 4, 2015(2)
10-K
000-34719
10.39
9/28/15
10.38
Credit and Security Agreement between the Registrant and KeyBank, National Association ("KeyBank"), dated September 22, 2015
8-K
000-34719
10.1
9/23/15
10.39
First Amendment to Credit and Security Agreement between the Registrant and KeyBank, dated June 29, 2016
10-K
000-34719
10.39
9/20/17
10.40
Second Amendment to Credit and Security Agreement between the Registrant and KeyBank, dated October 4, 2016
10-K
000-34719
10.40
9/20/17
10.41
Third Amendment to Credit and Security Agreement between the Registrant and KeyBank, dated March 13, 2017
10-K
000-34719
10.41
9/20/17
10.42
Revolving Credit Note dated September 22, 2015 in favor of KeyBank
8-K
000-34719
10.2
9/23/15
10.43
Intellectual Property Security Agreement of the Registrant in favor of KeyBank, dated September 22, 2015
8-K
000-34719
10.4
9/23/15
10.44
Pledge Agreement by the Registrant in favor of KeyBank, dated September 22, 2015
8-K
000-34719
10.3
9/23/15
10.45
Security Agreement (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015
8-K
000-34719
10.6
9/23/15
10.46
Guaranty of Payment (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015
8-K
000-34719
10.5
9/23/15
10.47
Form of Registration Rights Agreement among the Registrant and purchasers of the 8% Senior Secured Convertible Debentures and Warrants
8-K
000-34719
10.4
12/31/14
10.48
Registration Rights Agreement between the Registrant and MFP Partners, L.P., dated November 23, 2015
8-K
000-34719
10.2
11/24/15
10.49
Securities Purchase Agreement between the Registrant and MFP Partners, L.P., dated December 31, 2014
8-K
000-34719
4.1
12/31/14
II-9
10.50
Securities Purchase Agreement between the Registrant and MFP Partners, L.P. dated November 23, 2015
8-K
000-34719
10.1
11/24/15
10.51
Business Letter of Offer dated January 19, 2015 from NAB for SGI credit facilities
10-K
000-34719
10.43
9/28/15
10.52
Business Letter of Offer dated April 13, 2015 from NAB for SGI credit facilities
10-K
000-34719
10.44
9/28/15
10.53
Business Letter of Advice dated April 13, 2015 from NAB modifying SGI Farm Management Overdraft Facility
10-K
000-34719
10.45
9/28/15
10.54
Corporate Guarantee executed by the Registrant on April 21, 2015 in favor of National Australia Bank with respect to SGI credit facilities
10-K
000-34719
10.46
9/28/15
10.55
Business Letter of Advice to SGI dated as of April 28, 2016 (executed by SGI on May 6, 2016) from NAB for SGI credit facilities
8-K
000-34719
10.1
5/12/16
10.56
Form of Registration Rights Agreement among the Registrant and purchasers of the 8% Senior Secured Convertible Debentures and Warrants
8-K
000-34719
10.4
12/31/14
10.57
Form of Security Agreement among the Registrant and purchasers of the 8% Senior Secured Convertible Debentures
8-K
000-34719
10.5
12/31/14
10.58
Form of Guaranty provided by Seed Holding, LLC and Stevia California, LLC in favor of the purchasers of the 8% Senior Secured Convertible Debentures
8-K
000-34719
10.6
12/31/14
10.59
Form of Intercreditor and Subordination Agreement among Wells Fargo Bank, N.A., Hudson Bay Fund LP, in its capacity as agent for the holders of the 8% Senior Secured
Convertible Debentures and Pioneer
8-K
000-34719
10.7
12/31/14
10.60
Registration Rights Agreement between the Registrant and MFP Partners, L.P., dated November 23, 2015
8-K
000-34719
10.2
11/24/15
10.61
Investment Agreement, by and between the Registrant and MFP Partners, L.P., dated October 3, 2017.
8-K
000-34719
99.1
10/4/17
II-10
21.1
Subsidiaries of the Registrant
X
23.1
Consent of Crowe Horwath LLP
X
23.2+
Consent of Jolie Kahn, Esq. (included in Exhibit 5.1)
X
24.1
Powers of Attorney (included in the signature page hereto).
X
__________
+                To be filed by amendment.
*                Management contract or compensatory plan or arrangement.
(1)                Exhibits and schedules to this agreement have been omitted pursuant to Item 601(b) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any
omitted exhibit or schedule to the Securities and Exchange Commission upon request.
(2)                Portions of this exhibit have been omitted pursuant to an Order Granting Confidential Treatment under the Exchange Act.
II-11