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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): August 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 |
|
N/A |
|
N/A |
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
8.01 Other Events.
As
previously disclosed, on July 11, 2025, S&W Seed Company (the “Company”) received a Notice of Private Disposition of
Collateral under Uniform Commercial Code (the “UCC Sale Notice”) from ABL OPCO LLC (“Mountain Ridge”), notifying
the Company that, on or after July 24, 2025, Mountain Ridge intended to offer to sell all of the Collateral (which excludes the Excluded
Assets (as defined in the UCC Sale Notice)) secured under the Mountain Ridge Credit Agreement (as defined below) in one or more private
sales conducted in accordance with Article 9 of the Uniform Commercial Code (the “UCC”) on terms acceptable to Mountain Ridge.
Capitalized terms used but not otherwise defined in this Current Report on Form 8-K (this “Current Report”) shall have the
meanings ascribed to them in the Credit and Security Agreement, dated December 19, 2024, by and among the Company, Mountain Ridge, as
administrative agent, and the lenders party thereto (as amended to date, the “Mountain Ridge Credit Agreement”).
On
August 1, 2025, Mountain Ridge entered into a Purchase and Sale Agreement Pursuant to Article 9 of the Uniform Commercial Code (the “Agreement”)
with a third-party purchaser (the “Buyer”). Pursuant to the Agreement, the Buyer has agreed to acquire all of the Collateral
that are utilized in connection with the Company’s sorghum business in which Mountain Ridge has a valid security interest and has
also agreed to assume certain related liabilities of the Company. The purchase price will consist of a cash payment of approximately
$7.0 million to Mountain Ridge plus certain deferred payments based on the Buyer’s collections of certain accounts receivable.
The closing of the UCC sale remains subject to customary closing conditions.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report 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 Current Report include, but are
not limited to, statements relating to the contemplated sale by Mountain Ridge to the Buyer pursuant to the Agreement. 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, but are not limited to,
whether all conditions precedent in the Agreement will be satisfied, and other risks to consummation of the contemplated UCC sale transaction,
including circumstances that could give rise to the termination of the Agreement. All forward-looking statements contained in this Current
Report 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.
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:
August 5, 2025 |
S&W SEED COMPANY |
| |
|
|
| |
By: |
/s/
Vanessa Baughman |
| |
|
Vanessa
Baughman |
| |
|
Interim
Chief Executive Officer and Chief Financial Officer |
