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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 1, 2025
S&W
SEED COMPANY
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-34719 |
|
27-1275784 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 2101
Ken Pratt Blvd, Suite 201, Longmont, CO |
|
80501 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (720) 506-9191
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
SANW |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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 pursuant to Section 13(a) of the Exchange Act. ☐
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The
information contained in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) relating to the Second Letter
Agreement (as defined below in this Current Report) is incorporated by reference into this Item 2.03.
As
previously disclosed, on December 19, 2024, S&W Seed Company (the “Company”) entered into a Credit and Security Agreement
(as amended to date, the “Mountain Ridge Credit Agreement”) with ABL OPCO LLC (“Mountain Ridge”), as administrative
agent, and the lenders party thereto. The Mountain Ridge Credit Agreement provides for a senior secured credit facility of up to $25.0
million. Capitalized terms used but not otherwise defined in this Current Report shall have the meanings ascribed to them in the Mountain
Ridge Credit Agreement.
On
July 1, 2025, the Company and Mountain Ridge entered into a letter agreement relating to the Mountain Ridge Credit Agreement (the “Second
Letter Agreement”). Pursuant to the Second Letter Agreement, the Lenders advanced additional Revolving Loans under the Mountain
Ridge Credit Agreement to the Company in the aggregate principal amount of $150,000 (the “Specified Revolving Loans”) solely
to pay estimated costs and expenses related to payroll and ongoing fees for legal and professional services. The Specified Revolving
Loans are secured by the Collateral.
In
consideration of the Lenders’ agreement to advance the Specified Revolving Loans, the Company will pay the Lenders a funding fee
in the aggregate amount of $85,000 (the “Default Funding Fee”), which amount (i) became fully earned and nonrefundable on
the date of the Second Letter Agreement, (ii) shall be due and payable on the earlier to occur of (A) the Maturity Date, (B) Acceleration
of the Loans, or (C) any sale of any assets of the Loan Parties outside the ordinary course of business, and (iii) shall be considered
an earned fee for all purposes under the Mountain Ridge Credit Agreement on account of all Obligations generally and in consideration
for all outstanding Loans which have been made, including the Specified Revolving Loans.
The
Specified Revolving Loans will bear interest at a rate of 18.00% per annum from the date of the Second Letter Agreement until the date
the Revolving Exposure is no longer in excess of the Borrowing Base.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
July 8, 2025 |
S&W SEED COMPANY |
| |
|
|
| |
By: |
/s/
Vanessa Baughman |
| |
|
Vanessa
Baughman |
|
|
Interim
Chief Executive Officer and Chief |
|
|
Financial Officer |
