As
filed with the Securities and Exchange Commission on July 31, 2025
Registration
No. 333-256079
Registration
No. 333-229625
Registration
No. 333-196067
Registration
No. 333-169742
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-256079
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-229625
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-196067
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-169742
UNDER
THE
SECURITIES ACT OF 1933
S&W
SEED COMPANY
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of
incorporation
or organization) |
|
27-1275784
(IRS
Employer
Identification
Number) |
2101
Ken Pratt Blvd, Suite 201
Longmont,
CO 80501
(Address
of principal executive offices, including zip code)
S&W
Seed Company 2019 Equity Incentive Plan
S&W
Seed Company Amended and Restated 2009 Equity Incentive Plan
S&W
Seed Company 2009 Equity Incentive Plan
(Full
title of the plans)
Vanessa
Baughman
Interim
Chief Executive Officer and Chief Financial Officer
S&W
Seed Company
2101
Ken Pratt Blvd, Suite 201
Longmont,
CO 80501
(720)
506-9191
(Name,
address and telephone number, including area code, of agent for service)
With
a copy to:
Kevin
Zen
Snell
& Wilmer L.L.P.
600
Anton Boulevard., Suite 1400
Costa
Mesa, CA 92626
(714)
427-7000
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 ☐ |
|
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
These
post-effective amendments (these “Post-Effective Amendments”) are being filed by S&W Seed Company, a Nevada corporation
(the “Registrant”), to deregister all securities remaining unsold under the following Registration Statements on Form
S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) filed by
the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):
| ● | Registration
Statement on Form S-8 (File No. 333-256079), filed with the SEC on May 13, 2021, relating
to the S&W Seed Company 2019 Equity Incentive Plan; |
| ● | Registration
Statement on Form S-8 (File No. 333-229625), filed with the SEC on February 12, 2019, relating
to the S&W Seed Company 2019 Equity Incentive Plan; |
| ● | Registration
Statement on Form S-8 (File No. 333-196067), filed with the SEC on May 19, 2014, relating
to the S&W Seed Company Amended and Restated 2009 Equity Incentive Plan; and |
| ● | Registration
Statement on Form S-8 (File No. 333-169742), filed with the SEC on October 4, 2010, relating
to the S&W Seed Company 2009 Equity Incentive Plan. |
In
accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration by means of a post-effective
amendment any securities that had been registered for issuance but remain unsold at the termination of the offerings, the Registrant
hereby removes from registration all securities registered but unsold under the Registration Statements, if any, as of the date hereof.
The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Longmont, State of Colorado, on July
31, 2025.
| |
S&W
SEED COMPANY |
| |
|
| |
By: |
/s/
Vanessa Baughman |
| |
Name: |
Vanessa
Baughman |
| |
Title: |
Interim
Chief Executive Officer and Chief Financial Officer |
No
other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
