SANW S and W Seed Company

Item 8.01 Other Events.

Amendment to At Market Issuance Sales Agreement with B. Riley Securities Inc.

On May 17, 2022, S&W Seed Company (the “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, as amended, by and between the Company and B. Riley Securities (the “Sales Agreement”). Pursuant to the Sales Agreement, all references to the aggregate offering price have been increased to $24,600,000. The above description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

On May 17, 2022, the Company also filed an Amendment No. 2 to Prospectus (the “Amendment”) amending the prospectus dated November 2, 2020 (File No. 333-248974) as amended on September 27, 2021 (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 Sales Agreement from an aggregate of $17.1 million to $24.6 million. As of May 16, 2022, the Company has sold 5,641,915 shares of Common Stock pursuant to the Sales Agreement for an aggregate offering price of approximately $17.1 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.