S&W Announces Voluntary Delisting from Nasdaq and SEC Deregistration
S&W Seed Company (Nasdaq: SANW) has announced its decision to voluntarily delist from the Nasdaq Capital Market and deregister its common stock with the SEC. The company plans to file Form 25 around July 24, 2025, with delisting becoming effective 10 days later. Subsequently, S&W will file Form 15 around August 4, 2025 to suspend SEC reporting obligations.
The decision follows the Board's evaluation of several factors, including likely future non-compliance with Nasdaq listing requirements, high regulatory costs, and previously disclosed events of default under credit facilities. After delisting, the company's stock may potentially trade on the Pink Open Market, though trading is not guaranteed.
S&W Seed Company (Nasdaq: SANW) ha annunciato la decisione di ritirarsi volontariamente dal Nasdaq Capital Market e di cancellare la registrazione delle sue azioni ordinarie presso la SEC. La società prevede di presentare il Modulo 25 intorno al 24 luglio 2025, con la cancellazione che diventerà effettiva 10 giorni dopo. Successivamente, S&W presenterà il Modulo 15 intorno al 4 agosto 2025 per sospendere gli obblighi di rendicontazione alla SEC.
La decisione segue la valutazione del Consiglio di Amministrazione su diversi fattori, tra cui la probabile futura non conformità ai requisiti di quotazione Nasdaq, gli elevati costi normativi e gli eventi di inadempienza precedentemente comunicati relativi alle linee di credito. Dopo la cancellazione dalla quotazione, le azioni della società potrebbero essere negoziate sul Pink Open Market, anche se la negoziazione non è garantita.
S&W Seed Company (Nasdaq: SANW) ha anunciado su decisión de retirarse voluntariamente del Nasdaq Capital Market y cancelar el registro de sus acciones ordinarias ante la SEC. La compañía planea presentar el Formulario 25 alrededor del 24 de julio de 2025, con la exclusión efectiva 10 días después. Posteriormente, S&W presentará el Formulario 15 alrededor del 4 de agosto de 2025 para suspender las obligaciones de reporte ante la SEC.
La decisión sigue a la evaluación de la Junta Directiva sobre varios factores, incluyendo el probable incumplimiento futuro de los requisitos de cotización de Nasdaq, altos costos regulatorios y eventos de incumplimiento previamente divulgados bajo las facilidades crediticias. Tras la exclusión, las acciones de la compañía podrían negociarse en el Pink Open Market, aunque no se garantiza la negociación.
S&W Seed Company (나스닥: SANW)는 나스닥 캐피털 마켓에서 자발적으로 상장 폐지하고 SEC에 보통주 등록을 말소하기로 결정했다고 발표했습니다. 회사는 2025년 7월 24일경에 Form 25를 제출할 예정이며, 상장 폐지는 10일 후에 효력이 발생합니다. 이후 S&W는 2025년 8월 4일경에 Form 15를 제출하여 SEC 보고 의무를 중단할 계획입니다.
이 결정은 이사회가 여러 요인을 평가한 결과로, 향후 나스닥 상장 요건 미준수 가능성, 높은 규제 비용, 그리고 이전에 공시된 신용 시설 위반 사건 등이 포함됩니다. 상장 폐지 후 회사 주식은 핑크 오픈 마켓에서 거래될 수 있으나, 거래가 보장되지는 않습니다.
S&W Seed Company (Nasdaq : SANW) a annoncé sa décision de se retirer volontairement du Nasdaq Capital Market et de radier ses actions ordinaires auprès de la SEC. La société prévoit de déposer le formulaire 25 aux alentours du 24 juillet 2025, la radiation devenant effective 10 jours plus tard. Par la suite, S&W déposera le formulaire 15 aux alentours du 4 août 2025 pour suspendre ses obligations de reporting auprès de la SEC.
Cette décision fait suite à l'évaluation du conseil d'administration de plusieurs facteurs, notamment la probable non-conformité future aux exigences de cotation du Nasdaq, les coûts réglementaires élevés et des événements de défauts précédemment divulgués concernant des facilités de crédit. Après la radiation, les actions de la société pourraient éventuellement être négociées sur le Pink Open Market, bien que la négociation ne soit pas garantie.
S&W Seed Company (Nasdaq: SANW) hat beschlossen, sich freiwillig vom Nasdaq Capital Market zurückzuziehen und seine Stammaktien bei der SEC abzumelden. Das Unternehmen plant, das Formular 25 um den 24. Juli 2025 einzureichen, wobei die Delistung 10 Tage später wirksam wird. Anschließend wird S&W etwa am 4. August 2025 das Formular 15 einreichen, um die Berichtspflichten bei der SEC auszusetzen.
Die Entscheidung basiert auf der Bewertung mehrerer Faktoren durch den Vorstand, darunter die
- None.
- Company faces likely non-compliance with Nasdaq listing requirements
- Disclosed events of default under credit facilities
- No guaranteed trading market for shares after delisting
- Loss of access to major exchange visibility and liquidity
- Recent termination of employees indicates operational challenges
Insights
S&W's voluntary delisting signals severe financial distress with credit defaults and employee terminations driving the decision to cut compliance costs.
S&W Seed Company's decision to voluntarily delist from Nasdaq and deregister with the SEC represents a significant negative development that typically occurs when a company faces serious financial challenges. The announcement contains several concerning elements that paint a troubling picture of the company's current situation.
The press release explicitly mentions "events of default under certain of its credit facilities" as one of the factors behind this decision, which indicates the company is unable to meet its debt obligations. This default status is a clear signal of financial distress. Additionally, the company references "termination of employees" as described in a previous 8-K filing, suggesting cost-cutting measures have already been implemented.
Most telling is the company's acknowledgment that it would likely face "future non-compliance with the continued listing requirements of Nasdaq." This suggests S&W is struggling to maintain the minimum financial thresholds required for Nasdaq listing, such as minimum bid price, market value, or stockholders' equity requirements.
By delisting, S&W will eliminate the costs associated with SEC reporting and Nasdaq compliance, which can be substantial for smaller companies. However, this move will significantly reduce transparency for shareholders and likely diminish liquidity for the stock. The company offers no assurance that its shares will be quoted on the OTC Pink Market, further increasing uncertainty for shareholders.
This delisting process will begin around July 24 with the filing of Form 25, becoming effective 10 days later, with full deregistration following approximately 90 days after filing. For existing shareholders, this transition will likely result in reduced trading volume, wider bid-ask spreads, and potentially significant value erosion as institutional investors typically avoid non-listed securities.
Longmont, Colorado, July 14, 2025 (GLOBE NEWSWIRE) -- S&W Seed Company (Nasdaq: SANW) (“S&W or the “Company”) today announced that its board of directors (the “Board”) approved the voluntarily delisting of the Company’s common stock from The Nasdaq Capital Market and the subsequent voluntary deregistration of its common stock with the U.S. Securities and Exchange Commission (“SEC”) in order to terminate and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company today notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily delist its shares of common stock from The Nasdaq Capital Market. The Company intends to file a Form 25 with the SEC on or about July 24, 2025 in connection with the contemplated delisting and deregistration, and the delisting is expected to become effective 10 days after the Form 25 filing.
Following the delisting of the Company’s common stock from The Nasdaq Capital Market, the Company intends to file a Form 15 with the SEC on or about August 4, 2025 to suspend its reporting obligations under the Exchange Act. As a result of the filing of the Form 15, the Company’s obligation to file certain Exchange Act reports and forms with the SEC, including certain Forms 10-K, 10-Q and 8-K, will cease. The Company will generally be relieved of all reporting obligations under the Exchange Act upon the effectiveness of the deregistration. The Company expects that the deregistration of its common stock will become effective 90 days after the filing of the Form 25 with the SEC. The documents filed with the SEC will be available on the Company’s website, www.swseedco.com.
The Board made the decision to pursue delisting and deregistration of the Company’s common stock following its review and careful consideration of several factors, including, but not limited to, the Company’s likely future non-compliance with the continued listing requirements of Nasdaq that would inevitably result in delisting of the Company’s common stock by Nasdaq, as well as the required personnel resources, high costs and regulatory burdens relating to ongoing Nasdaq and SEC reporting requirements, particularly in light of the Company’s previously disclosed events of default under certain of its credit facilities and termination of employees as described in its Current Report on Form 8-K filed with the SEC on June 23, 2025.
The Company has not arranged for listing or registration of its common stock on another national securities exchange or for quotation in a quotation medium. Following delisting from The Nasdaq Capital Market, the Company’s common stock may be eligible to be quoted on the Pink Open Market operated by the OTC Markets Group Inc. if a market maker sponsors the security and complies with Rule 15c2-11 under the Exchange Act, but the Company can provide no assurances that a trading market for the Company’s common stock will exist now or in the future.
About S&W Seed Company
Founded in 1980, S&W is a global multi-crop, middle-market agricultural company headquartered in Longmont, Colorado. For more information, please visit www.swseedco.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “anticipates,” “believe,” “may,” “future,” “plan,” “should” or “expects.” Forward-looking statements in this press release include, but are not limited to, statements relating to the delisting of the Company’s common stock from Nasdaq and deregistration of the Company’s common stock under the Exchange Act, as well as the suspension of its reporting obligations under Section 15(d) of the Exchange Act, including expected timing, the potential quotation of the Company’s common stock in a quotation medium; and that the common stock may be eligible to be quoted on the Pink Open Market if a market maker sponsors the security. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including risks and uncertainties identified in the Company’s filings with the SEC, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 and in other filings subsequently made by the Company with the SEC. Additional risks and uncertainties include the Company’s ability to file a Form 25 and Form 15 with the SEC and the timing of such filings, including their effectiveness, the Company’s ability to reduce its costs relating to Exchange Act and Nasdaq disclosure and reporting requirements and related regulatory burdens, and whether a market maker sponsors the Company’s common stock for quotation in a quotation medium. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. The Company does not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise.
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