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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2024

img84352899_0.jpg 

S&W SEED COMPANY

(Exact name of registrant as specified in Its charter)

Nevada

001-34719

27-1275784

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2101 Ken Pratt Blvd, Suite 201

Longmont, CO

80501

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (720) 506-9191

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

SANW

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 26, 2024, S&W Seed Company, or the Company, held a special meeting of stockholders, or the Special Meeting. A summary of the matter voted on by stockholders at the Special Meeting is set forth below. The voting matter is described in detail in the definitive proxy statement relating to the Special Meeting.

Proposal 1. Approval of Reverse Stock Split to be Determined in the discretion of the Board

The Company's stockholders approved, pursuant to Nevada revised statutes 78.2055, a reverse stock split of its common stock at a ratio in the range of 1-for-5 to 1-for-20, with such ratio to be determined in the discretion of the Company's Board of Directors, or Board, and with such reverse stock split to be effected at such time and date as determined by the Board in its sole discretion (but in no event later than January 31, 2025). The final voting results were as follows:

Votes For

 

Votes Against

 

Abstentions

Broker Non-Votes

31,545,462

 

534,222

 

75,301

0

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

S&W SEED COMPANY

 

By:

/s/ Vanessa Baughman

Vanessa Baughman

Chief Financial Officer

Date: September 27, 2024

 

 

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Document and Entity Information
Sep. 26, 2024
Cover [Abstract]  
Entity Registrant Name S&W SEED CO
Security Exchange Name NASDAQ
Amendment Flag false
Entity Central Index Key 0001477246
Document Type 8-K
Document Period End Date Sep. 26, 2024
Entity Incorporation, State or Country Code NV
Entity File Number 001-34719
Entity Tax Identification Number 27-1275784
Entity Address, Address Line One 2101 Ken Pratt Blvd
Entity Address, Address Line Two Suite 201
Entity Address, City or Town Longmont
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80501
City Area Code (720)
Local Phone Number 506-9191
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol SANW
Entity Emerging Growth Company false
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