11/20/2024 | Press release | Distributed by Public on 11/20/2024 18:35
CUSIP NO. 785135104
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Schedule 13D
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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MFP Partners, L.P.(1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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||||||||
3
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SEC USE ONLY
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|||||||
4
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SOURCE OF FUNDS
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|||||||
WC
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|||||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
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|||||||
TO ITEM 2(d) or 2(e)
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☐
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|||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|||||||
Delaware
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||||||||
NUMBER OF
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7
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SOLE VOTING POWER
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||||||
SHARES
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0
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|||||||
BENEFICIALLY
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8
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SHARED VOTING POWER
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||||||
OWNED BY
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1,193,187(2)(3)
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|||||||
EACH REPORT-
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9
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SOLE DISPOSITIVE POWER
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||||||
ING
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0
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|||||||
PERSON WITH
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10
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SHARED DISPOSITIVE POWER
|
||||||
1,193,187(2)(3)
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||||||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||||||
1,193,187(2)(3)
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||||||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|||||||
CERTAIN SHARES
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☐ | |||||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||||||
46.6%(2)(3)
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||||||||
14
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TYPE OF REPORTING PERSON
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|||||||
PN
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||||||||
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. ("MFP"). Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
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(2) MFP directly holds 918,328 shares of common stock, par value $0.001 per share ("Common Stock"), of S&W Seed Company, a Nevada corporation (the "Company"); 1,695 shares of the Company's Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), convertible into 106,817 shares of Common Stock; a common stock warrant, exercisable for up to 29,440 shares of the Company's Common Stock (the "Series B Warrant"), a common stock warrant, exercisable for up to 26,316 shares of the Company's Common Stock (the "LC Initial Warrant"), a common stock warrant, exercisable for up to 8,774 shares of the Company's Common Stock (the "LC Amendment Warrant"), and a common stock warrant, exercisable for up to 35,090 shares of the Company's Common Stock (the "LC Extension Warrant"), and a common stock warrant, exercisable for up to 68,422 shares of the Company's Common Stock (the "3rd LC Warrant" and collectively with the LC Initial Warrant, the LC Amendment Warrant and the LC Extension Warrant, the "LC Warrants"). The Series B Preferred Stock has a stated value of $2,950 per share (plus any increase to reflect dividends on such shares elected by the Company not to be paid in cash), and is initially convertible into shares of Common Stock, at any time at the option of the holder, at the rate of 1,000 shares of Common Stock per share of Series Preferred Stock. The Series B Warrant has an exercise price of $95.00 per share, 3rd LC Warrant has an exercise price of $40.85 per share and all other LC Warrants have an exercise price of $30.40 per share (in each case, subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the LC Warrants).
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(3) Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein. The ownership percentage set forth above is based on 2,284,470 shares of Common Stock outstanding as set forth in the issuer's most recent Form 10-K, the shares of Common Stock issuable upon conversion of MFP's shares of Series B Preferred Stock and shares of Common Stock issuable upon exercise of the Series B Warrant and the LC Warrants.
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CUSIP NO. 785135104
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Schedule 13D
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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|||||||
MFP Investors LLC(1)
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||||||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||||
(b) ☐
|
||||||||
3
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SEC USE ONLY
|
|||||||
4
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SOURCE OF FUNDS
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|||||||
AF
|
||||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|||||||
TO ITEM 2(d) or 2(e)
|
☐
|
|||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||||||
Delaware
|
||||||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
||||||
SHARES
|
0
|
|||||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
||||||
OWNED BY
|
1,193,187(2)(3)
|
|||||||
EACH
|
9
|
SOLE DISPOSITIVE POWER
|
||||||
REPORTING
|
0
|
|||||||
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
||||||
1,193,187(2)(3)
|
||||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||||
1,193,187(2)(3)
|
||||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|||||||
CERTAIN SHARES
|
☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||||
46.6%(2)(3)
|
||||||||
14
|
TYPE OF REPORTING PERSON
|
|||||||
OO
|
||||||||
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. ("MFP"). Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
|
||
(2) MFP directly holds 918,328 shares of common stock, par value $0.001 per share ("Common Stock"), of S&W Seed Company, a Nevada corporation (the "Company"); 1,695 shares of the Company's Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), convertible into 106,817 shares of Common Stock; a common stock warrant, exercisable for up to 29,440 shares of the Company's Common Stock (the "Series B Warrant"), a common stock warrant, exercisable for up to 26,316 shares of the Company's Common Stock (the "LC Initial Warrant"), a common stock warrant, exercisable for up to 8,774 shares of the Company's Common Stock (the "LC Amendment Warrant"), and a common stock warrant, exercisable for up to 35,090 shares of the Company's Common Stock (the "LC Extension Warrant"), and a common stock warrant, exercisable for up to 68,422 shares of the Company's Common Stock (the "3rd LC Warrant" and collectively with the LC Initial Warrant, the LC Amendment Warrant and the LC Extension Warrant, the "LC Warrants"). The Series B Preferred Stock has a stated value of $2,950 per share (plus any increase to reflect dividends on such shares elected by the Company not to be paid in cash), and is initially convertible into shares of Common Stock, at any time at the option of the holder, at the rate of 1,000 shares of Common Stock per share of Series Preferred Stock. The Series B Warrant has an exercise price of $95.00 per share, 3rd LC Warrant has an exercise price of $40.85 per share and all other LC Warrants have an exercise price of $30.40 per share (in each case, subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the LC Warrants).
|
||
(3) Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein. The ownership percentage set forth above is based on 2,284,470 shares of Common Stock outstanding as set forth in the issuer's most recent Form 10-K, the shares of Common Stock issuable upon conversion of MFP's shares of Series B Preferred Stock and shares of Common Stock issuable upon exercise of the Series B Warrant and the LC Warrants.
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CUSIP NO. 785135104
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Schedule 13D
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Page 4 of 7
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1
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NAMES OF REPORTING PERSONS
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|||||||
Jennifer Cook Price(1)
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||||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
||||||
(b) ☐
|
||||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS
|
|||||||
AF
|
||||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|
|||||||
TO ITEM 2(d) or 2(e)
|
☐
|
|||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|||||||
United States of America
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||||||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
||||||
SHARES
|
0
|
|||||||
BENEFICIALLY
|
8
|
SHARED VOTING POWER
|
||||||
OWNED BY
|
1,193,187(2)(3)
|
|||||||
EACH REPORT-
|
9
|
SOLE DISPOSITIVE POWER
|
||||||
ING
|
0
|
|||||||
PERSON WITH
|
10
|
SHARED DISPOSITIVE POWER
|
||||||
1,193,187(2)(3)
|
||||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||||||
1,193,187(2)(3)
|
||||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|||||||
CERTAIN SHARES
|
☐
|
|||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||||||
46.6%(2)(3)
|
||||||||
14
|
TYPE OF REPORTING PERSON
|
|||||||
IN
|
||||||||
(1) MFP Investors LLC is the general partner of MFP Partners, L.P. ("MFP"). Jennifer Cook Price is managing director of MFP and managing director and managing member of MFP Investors LLC.
|
||
(2) MFP directly holds 918,328 shares of common stock, par value $0.001 per share ("Common Stock"), of S&W Seed Company, a Nevada corporation (the "Company"); 1,695 shares of the Company's Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), convertible into 106,817 shares of Common Stock; a common stock warrant, exercisable for up to 29,440 shares of the Company's Common Stock (the "Series B Warrant"), a common stock warrant, exercisable for up to 26,316 shares of the Company's Common Stock (the "LC Initial Warrant"), a common stock warrant, exercisable for up to 8,774 shares of the Company's Common Stock (the "LC Amendment Warrant"), and a common stock warrant, exercisable for up to 35,090 shares of the Company's Common Stock (the "LC Extension Warrant"), and a common stock warrant, exercisable for up to 68,422 shares of the Company's Common Stock (the "3rd LC Warrant" and collectively with the LC Initial Warrant, the LC Amendment Warrant and the LC Extension Warrant, the "LC Warrants"). The Series B Preferred Stock has a stated value of $2,950 per share (plus any increase to reflect dividends on such shares elected by the Company not to be paid in cash), and is initially convertible into shares of Common Stock, at any time at the option of the holder, at the rate of 1,000 shares of Common Stock per share of Series Preferred Stock. The Series B Warrant has an exercise price of $95.00 per share, 3rd LC Warrant has an exercise price of $40.85 per share and all other LC Warrants have an exercise price of $30.40 per share (in each case, subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the LC Warrants).
|
||
(3) Due to their respective relationships with each other, each of the Reporting Persons may be deemed to share voting and dispositive power with respect to the shares of Common Stock reported herein. The ownership percentage set forth above is based on 2,284,470 shares of Common Stock outstanding as set forth in the issuer's most recent Form 10-K, the shares of Common Stock issuable upon conversion of MFP's shares of Series B Preferred Stock and shares of Common Stock issuable upon exercise of the Series B Warrant and the LC Warrants.
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CUSIP NO. 785135104
|
Schedule 13D
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Page 5 of 7
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CUSIP NO. 785135104
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Schedule 13D
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Page 6 of 7
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CUSIP NO. 785135104
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Schedule 13D
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Page 7 of 7
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MFP Partners, L.P.,
by its General Partner,
MFP Investors LLC
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By: /s/ Timothy E. Ladin
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Name: Timothy E. Ladin
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Title: Chief Operating Officer, Chief Legal Officer and Chief Compliance Officer
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MFP Investors LLC
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By: /s/ Timothy E. Ladin
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Name: Timothy E. Ladin
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Title: Chief Operating Officer, Chief Legal Officer and Chief Compliance Officer
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Jennifer Cook Price
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/s/ Jennifer Cook Price
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Name: Jennifer Cook Price
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CUSIP NO. 785135104
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Schedule 13D
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INDEX OF EXHIBITS
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Exhibit 1
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Joint Filing Agreement, dated as of June 1, 2015, by and among MFP Partners, L.P., MFP Investors LLC and Michael F. Price*
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Exhibit 2
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Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of December 30, 2014 (filed as Exhibit 4.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 3
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Securities Purchase Agreement by and between S&W Seed Company and each of the investors named therein, dated as of December 30, 2014 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 4
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Form of 8% Senior Secured Convertible Debenture (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 5
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Form of Common Stock Purchase Warrant (filed as Exhibit 10.3 of the Current Report on Form 8-K filed by S&W Seed Company on December 31, 2014 and incorporated herein by reference)*
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Exhibit 6
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Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P., dated as of November 23, 2015 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on November 24, 2015 and incorporated herein by reference)*
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Exhibit 7
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Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein, dated as of July 19, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on July 19, 2017, and incorporated herein by reference)*
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Exhibit 8
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Stock Purchase Agreement by and between MFP Partners, L.P. and the Sellers named therein, dated as of August 15, 2017 (filed as Exhibit 8 of Amendment No. 4 to Schedule 13D filed by MFP Investors LLC on August 18, 2017 and incorporated herein by reference)*
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Exhibit 9
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Investment Agreement by and between S&W Seed Company and MFP Partners, L.P. (including the form of Registration Rights Agreement), dated as of October 3, 2017 (filed as Exhibit 99.1 of the Current Report on Form 8-K filed by S&W Seed Company on October 4, 2017 and incorporated herein by reference)*
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Exhibit 10
|
Securities Purchase Agreement by and between S&W Seed Company and MFP Partners, L.P. (including the form of Registration Rights Agreement), dated as of September 5, 2018 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on September 6, 2018, and incorporated herein by reference)*
|
|
Exhibit 11
|
Voting Agreement by and between S&W Seed Company, MFP Partners, L.P. and the other shareholders named therein, dated as of September 5, 2018 (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on September 6, 2018, and incorporated herein by reference)*
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Exhibit 12
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Securities Purchase Agreement by and between S&W Seed Company and the Purchasers named therein (including the form of Registration Rights Agreement), dated as of October 15, 2021 (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on October 18, 2021, and incorporated herein by reference)*
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|
CUSIP NO. 785135104
|
Schedule 13D
|
Exhibit 13
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Securities Purchase Agreement, dated February 18, 2022, by and between S&W Seed Company and MFP Partners, L.P. (filed as Exhibit 10.1 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
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Exhibit 14
|
Series B Redeemable Convertible Non-Voting Preferred Stock Certificate of Designation filed with the Nevada Secretary of State on February 18, 2022 (filed as Exhibit 3.1 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
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Exhibit 15
|
Form of Warrant issued to MFP on February 18, 2022 (filed as Exhibit 4.1 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
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Exhibit 16
|
Registration Rights Agreement, dated February 18, 2022, by and between S&W Seed Company and MFP Partners, L.P. (filed as Exhibit 10.2 of the Current Report on Form 8-K filed by S&W Seed Company on February 23, 2022, and incorporated herein by reference)*
|
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Exhibit 17
|
Joint Filing Agreement, dated as of June 24, 2022, by and among MFP Partners, L.P., MFP Investors LLC and Jennifer Cook Price*
|
|
Exhibit 18
|
Form of Common Stock Purchase Warrant issued to MFP Partners, L.P. on September 22, 2022*
|
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Exhibit 19
|
Form of Common Stock Purchase Warrant issued to MFP Partners, L.P. on October 28, 2022*
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Exhibit 20
|
Form of Common Stock Purchase Warrant issued to MFP Partners, L.P. on December 22, 2022*
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Exhibit 21
|
Form of Common Stock Purchase Warrant issued to MFP Partners, L.P. on March 22, 2023*
|
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