Item 8.01 Other Events.
Amendment to At Market Issuance Sales Agreement with B. Riley Securities Inc.
On September 27, 2021, S&W Seed Company ("Company") and B. Riley Securities,
Inc. ("B. Riley Securities") entered into an amendment to that certain At Market
Issuance Sales Agreement, dated September 23, 2020, by and between the Company
and B. Riley Securities (the "Amended Sales Agreement"). Pursuant to the Amended
Sales Agreement, all references to the aggregate offering price is increased to
$17,100,000. The above description of the Amended Sales Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Amended Sales Agreement, which is filed as Exhibit 1.2 to this Current Report on
Form 8-K and incorporated herein by reference.
On September 28, 2021, the Company also filed an Amendment No. 1 to Prospectus
(the "Amendment") amending the prospectus dated November 2, 2020 (File No.
333-248974) (the "Prospectus") to increase the aggregate offering price of the
shares of its common stock, par value $0.001 per share ("Common Stock"), that
may be offered by the Prospectus (the "ATM Shares") and that may be sold
pursuant to the Amended Sales Agreement from an aggregate of $14.0 million to
$17.1 million. As of September 28, 2021, the Company has sold 3,008,863 shares
of Common Stock pursuant to the Sales Agreement for an aggregate offering price
of approximately $10.9 million.
The ATM Shares have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the Company's Registration Statement
on Form S-3 (File 333-248974), declared effective by the Securities and Exchange
Commission on November 2, 2020 (the "Registration Statement"), and a prospectus,
which consists of a base prospectus, dated November 2, 2020, the Prospectus and
the Amendment. Sales of the ATM Shares, if any, may be made by any method
permitted by law deemed to be an "at the market offering" as defined in
Rule 415(a)(4) of the Securities Act, including sales made directly on or
through The Nasdaq Capital Market or any other existing trading market for the
ATM Shares, in negotiated transactions at market prices prevailing at the time
of sale or at prices related to such prevailing market prices and/or any other
method permitted by law. The Company intends to use the net proceeds, if any,
from the sale of ATM Shares for general corporate purposes, including for
research and development, sales and marketing initiatives and general
administrative expenses, working capital and capital expenditures.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.2 Amendment to At Market Issuance Sales Agreement, dated
September 27, 2021
5.1 Opinion of Brownstein Hyatt Farber Schreck, LLP
23.1 Consent of Brownstein Hyatt Farber Schreck, LLP (included in
Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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