| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SANW | Series B Redeemable Convertible Non-Voting Preferred Stock | Award | $5M | +1.7K | $2,950.00* | 1.7K | Feb 18, 2022 | Common Stock | 1.7M | $2.95 | Direct | F1, F2, F3, F4 | |
| transaction | SANW | Common Stock Purchase Warrant | Award | $1.65B | +559K | $2,950.00* | 559K | Feb 18, 2022 | Common Stock | 559K | $5.00 | Direct | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | The Preferred Stock has a stated value of $2,950 (the "Stated Value") 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 Preferred Stock, subject to obtaining approval of the issuance of such shares of Common Stock by the Issuer's stockholders, to the extent required under the Nasdaq Listing Rules. Pursuant to the terms of the Certificate of Designations with respect to the Preferred Stock, holders of the Preferred Stock are entitled to receive cumulative cash dividends at a rate of 5% per annum on the Stated Value, payable semi-annually in arrears, or in lieu of such cash dividends, the Issuer may elect to pay dividends on the Preferred Stock in shares of Common Stock at a rate of 7% per annum on the Stated Value, subject to obtaining approval thereof by Issuer's stockholders, to the extent required by the Nasdaq Listing Rules. The Preferred Stock has no expiration date. |
| F2 | MFP Partners acquired the shares of Series B Redeemable Convertible Non-Voting Preferred Stock of the Company (the "Preferred Stock") and the Common Stock Purchase Warrant reported herein (the "Warrant," and together with the Preferred Stock, the "Securities") directly from the Company, at a combined unit price of $2,950 per share, pursuant to a Securities Purchase Agreement dated February 18, 2022. |
| F3 | This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with S&W Seed Company (the "Company"). MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors. |
| F4 | MFP Partners is the direct beneficial owner of the Securities reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of the Securities reported herein, including the Common Stock issuable upon conversion or exercise of the Securities; however, each such Reporting Person disclaims beneficial ownership of such Securities or any Common Stock issuable upon conversion or exercise of such Securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Securities described herein or any Common Stock issuable upon conversion or exercise of such Securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
Mr. Alexander C. Matina (Vice President, Investments at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Mr. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina.