- Current report filing (8-K)
May 12 2010 - 2:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
May 7, 2010
S&W SEED COMPANY
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
001-34719
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27-1275784
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(Commission File
Number)
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(IRS Employer
Identification No.)
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25552
South Butte Avenue
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Five
Points, CA
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93624
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(Address of
Principal Executive Offices)
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(Zip Code)
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(559) 884-2535
(Registrants Telephone Number, Including Area Code)
(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 (
see
General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 3.02.
Unregistered Sale of Equity
Securities
On
May 7, 2010, the Company issued common stock purchase warrants to Cardiff
Partners, LLC (Cardiff Partners) pursuant to its prior agreement under which Cardiff
Partners provided certain consulting services in connection with the Companys
initial public offering. The warrants grant Cardiff Partners the right to
purchase up to 25,000 shares of the Companys Common Stock at an exercise price
of $4.00 per share, subject to a cashless exercise right. The warrants expire
on May 7, 2010.
On
May 7, 2010, the Company issued common stock purchase warrants to
PR Financial Marketing, LLC
(PRF) pursuant
to its Client Services Agreement under which PRF provides certain investor and
public relations services. The warrants grant PRF the right to purchase up to
25,000 shares of the Companys Common Stock at an exercise price of $4.00 per
share, subject to a cashless exercise right. The warrants expire on May 7,
2010.
The
warrants were issued without registration under the Securities Act of 1933, as
amended (the Act) pursuant to the exemption from registration provided in Section 4(2) of
the Act for issuances of securities by an issuer not involving any public
offering. The Section 4(2) exemption was predicated on the fact that
the warrants were issued to sophisticated persons who were familiar with the
Companys business who had access to business and financial information about
the Company.
Item
8.01.
Other
Events
On
May 10, 2010, the Company issued a press release titled S&W Seed
Company Enters into Stevia Plant Trials with PureCircle announcing the Companys
arrangement with PureCircle Sdn Bhd for initial stevia test planting and
evaluation. The text of the press release is furnished as Exhibit 99.1
hereto.
Item
9.01.
Financial
Statements and Exhibits.
(d) The following exhibits are filed
herewith as a part of this report:
Exhibit
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Description
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4.1
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Common
Stock Purchase Warrants issued to Cardiff Partners, LLC
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4.2
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Common
Stock Purchase Warrants issued to PR Financial Marketing, LLC
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99.1
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Press
Release of S&W Seed Company dated May 10, 2010
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The
information in this Current Report on Form 8-K under Item 8.01 and Exhibit 99.1
hereto shall not be deemed filed for the purposes of or otherwise subject to
the liabilities under Section 18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act). Unless expressly incorporated into a filing of
S&W Seed Company under the Securities Act of 1933, as amended, or the
Exchange Act made after the date hereof, such information shall not be
incorporated by reference into any filing of S&W Seed Company, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing.
2
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, thereunto
duly authorized.
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S&W SEED COMPANY
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By:
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/s/
Matthew K. Szot
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Matthew K. Szot
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Vice
President Finance and
Chief
Financial Officer
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Date: May 12, 2010
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3
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