10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-34719

S&W SEED COMPANY

(Exact Name of Registrant as Specified in Its Charter)


Nevada		27-1275784
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2101 Ken Pratt Blvd., Suite 201, Longmont, CO		80501
(Address of Principal Executive Offices)		(Zip Code)

(720) 506-9191

(Registrant’s Telephone Number, Including Area Code)

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

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Yes ☒ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $36,065,100 based on the closing share price per market reports generated from the NASDAQ Global Select Market System on December 31, 2022.

The number of shares outstanding of common stock of the registrant as of September 20, 2023 was 43,001,172.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its next Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement is to be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended June 30, 2023.

Explanatory Note

This Amendment No. 1, or this Amendment, amends the Annual Report on Form 10-K for the year ended June 30, 2023, the Form 10-K, as filed with the Securities and Exchange Commission on September 27, 2023, and is being filed solely to correct administrative errors in 1) The Report of Independent Registered Public Accounting Firm under Item 8 of the Form 10-K to correctly identify the city and state from which the report was issued, and 2) the consent of Crowe LLP attached as Exhibit 23.1 to the Form 10-K to correctly identify the city and state from which the consent was issued. These changes to the originally filed version of Crowe LLP's report and consent do not affect Crowe’s opinion on the Company's consolidated financial statements included in the original Form 10-K and this Amendment.

Only Item 8, as amended in its entirety, and a corrected Exhibit 23.1 are included in this Amendment. Except as described above and with respect to the exhibits referenced below, this Amendment does not otherwise amend, update or change any other information or disclosure contained in the original Form 10-K. This Amendment speaks only as of the date of the original Form 10-K and does not reflect any events that may have occurred subsequent to the date of the original Form 10-K. Accordingly, this Amendment should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.

This Amendment includes currently-dated certifications by our principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits 31.1, 31.2, 32.1 and 32.2 hereto, in addition to the corrected Exhibit 23.1 as referenced above. Accordingly, Part IV, Item 15 of the Form 10-K is amended to reflect the filing of these exhibits.

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements


	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 173)	3
Consolidated Balance Sheets at June 30, 2023 and 2022	5
Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2023 and 2022	6
Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended June 30, 2023 and 2022	7
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, 2023 and 2022	8
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2023 and 2022	9
Notes to Consolidated Financial Statements	10

Report of Independent Registered Public Accounting Firm

Stockholders and the Board of Directors of S&W Seed Company

Longmont, Colorado

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of S&W Seed Company (the "Company") as of June 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company believes it is uncertain it will be able to generate sufficient cash flow from operations or maintain sufficient liquidity to meet future covenants associated with its credit agreements and that these conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Auditing the Vision Bioenergy Oilseeds, LLC Transaction

As described in Note 7 of the Company’s consolidated financial statements, on February 6, 2023, the Company entered into an agreement for the development and production of sustainable biofuel feedstocks through its newly created

subsidiary Vision Bioenergy Oilseeds, LLC (VBO). In connection with the transaction, management was required to evaluate the following:

•

Whether the assets contributed to VBO should be deconsolidated;

•

Whether VBO is a variable interest entity;

•

Whether the shares issued by VBO to the Company should be accounted for under the equity method;

•

The amount recognized for the equity method investment;

•

The accounting for the debt extinguished in connection with the transaction; and

•

The gain recognized on the transaction.

These matters were complex in nature, and management applied judgment in the application of accounting guidance to the facts and circumstances of the transaction.

We determined that auditing this transaction was a critical audit matter due to its complexity and the significant audit effort to evaluate management’s judgments and conclusions.

Our audit procedures to address the critical audit matter included the following:

•

We obtained an understanding of and evaluated the business purpose of the transaction.

•

We evaluated management’s assessment of the components of the transaction that involved judgment in the application of the accounting guidance, including:

Identifying the different types of consideration received and determining their fair value;

Whether the Company was required to consolidate VBO;

The subsequent accounting for the retained interest in VBO,

The accounting for the extinguishment of debt,

•

We assessed if management’s conclusions were supported by the transaction agreements and other relevant information.

•

We consulted with individuals with specialized knowledge regarding the accounting for certain components of the transaction

•

We obtained management’s journal entries, calculations, and analyses and agreed these schedules to underlying contracts and supporting data.

•

We recalculate the gain on the transaction recorded by management

•

We evaluated the financial statement presentation and related disclosures.

/s/ Crowe LLP

We have served as the Company's auditor since 2015.

Los Angeles, California

September 27, 2023

S&W SEED COMPANY

CONSOLIDATED BALANCE SHEETS


	As of June 30,
ASSETS	2023			2022
CURRENT ASSETS
Cash and cash equivalents	$	3,398,793		$	2,056,508
Accounts receivable, net		24,622,727			19,051,236
Notes receivable, net		6,846,897			—
Inventories, net		45,098,268			54,515,894
Prepaid expenses and other current assets		4,099,027			1,605,987
TOTAL CURRENT ASSETS		84,065,712			77,229,625
Property, plant and equipment, net		10,082,168			16,871,669
Intellectual property, net		21,650,534			23,035,925
Other intangibles, net		8,082,325			11,059,902
Right of use assets - operating leases		2,983,303			4,094,253
Equity method investments		23,059,705			367,970
Other assets		2,066,081			1,128,507
TOTAL ASSETS	$	151,989,828		$	133,787,851

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	13,312,180		$	15,901,116
Deferred revenue		464,707			605,960
Accrued expenses and other current liabilities		8,804,456			10,788,740
Current portion of working capital lines of credit, net		44,900,779			12,678,897
Current portion of long-term debt, net		3,808,761			8,316,783
TOTAL CURRENT LIABILITIES		71,290,883			48,291,496
Long-term working capital lines of credit, less current portion		—			21,703,286
Long-term debt, net, less current portion		4,499,334			3,992,540
Other non-current liabilities		2,102,030			3,587,041
TOTAL LIABILITIES		77,892,247			77,574,363
MEZZANINE EQUITY
Preferred stock, $0.001 par value; 3,323 shares authorized; 1,695 issued and outstanding at June 30, 2023 and June 30, 2022		5,274,148			4,804,819
TOTAL MEZZANINE EQUITY		5,274,148			4,804,819
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 75,000,000 shares authorized; 43,004,011 issued and 42,979,011 outstanding at June 30, 2023; 42,608,758 issued and 42,583,758 outstanding at June 30, 2022		43,004			42,609
Treasury stock, at cost, 25,000 shares		(134,196	)		(134,196	)
Additional paid-in capital		167,768,104			163,892,575
Accumulated deficit		(91,932,808	)		(105,873,557	)
Accumulated other comprehensive loss		(6,987,791	)		(6,560,600	)
Non-controlling interests		67,120			41,838
TOTAL STOCKHOLDERS' EQUITY		68,823,433			51,408,669
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY	$	151,989,828		$	133,787,851

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS


	Years Ended June 30,
	2023			2022
Revenue	$	73,521,291		$	71,354,298
Cost of revenue		58,983,210			64,999,136
Gross profit		14,538,081			6,355,162
Operating expenses
Selling, general and administrative expenses		22,430,687			24,470,730
Research and development expenses		5,237,772			7,710,642
Depreciation and amortization		4,768,809			5,460,321
Loss (gain) on disposal of property, plant and equipment		44,335			(31,088	)
Goodwill impairment charges		—			1,548,324
Total operating expenses		32,481,603			39,158,929
Loss from operations		(17,943,522	)		(32,803,767	)
Other (income) expense
Foreign currency loss		859,696			777,913
Government grant income		(1,444,044	)		—
Gain on sale of business interest		(38,167,102	)		—
Gain on sale of equity investment		(32,030	)		(68,967	)
Gain on disposal of intangible assets		(1,796,252	)		—
Change in contingent consideration obligation		—			(714,429	)
Interest expense - amortization of debt discount		1,975,938			898,497
Interest expense, net		4,184,067			2,333,575
Other expenses (income)		1,552,154			(121,273	)
Income (loss) before income taxes		14,924,051			(35,909,083	)
(Benefit from) provision for income taxes		(763,639	)		413,423
Income (loss) before equity in net earnings of affiliates		15,687,690			(36,322,506	)
Equity in loss of equity method investees, net of tax		1,252,330			—
Net income (loss)	$	14,435,360		$	(36,322,506	)
Income attributable to non-controlling interests		25,282			72,844
Net income (loss) attributable to S&W Seed Company	$	14,410,078		$	(36,395,350	)

Calculation of net income (loss) per share:
Net income (loss) attributable to S&W Seed Company	$	14,410,078		$	(36,395,350	)
Dividends accrued for participating securities and accretion		(469,329	)		(166,298	)
Net income (loss) attributable to common shareholders	$	13,940,749		$	(36,561,648	)

Net income (loss) attributable to S&W Seed Company per common share:
Basic	$	0.34		$	(0.93	)
Diluted	$	0.34		$	(0.93	)
Weighted average number of common shares outstanding:
Basic		42,752,759			39,133,681
Diluted		42,935,551			39,133,681

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Years Ended June 30,
	2023			2022
Net income (loss)	$	14,435,360		$	(36,322,506	)
Foreign currency translation adjustment, net of income taxes		(427,191	)		(709,774	)
Comprehensive income (loss)		14,008,169			(37,032,280	)
Comprehensive income attributable to non-controlling interests		25,282			72,844
Comprehensive income (loss) attributable to S&W Seed Company	$	13,982,887		$	(37,105,124	)

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Mezzanine Equity				Shareholders' Equity
	Preferred Stock				Common Stock				Treasury Stock						Additional Paid-In			Accumulated			Non- controlling			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Interests			Loss			Equity
Balance, June 30, 2021		—	$	—		36,772,983	$	36,773		(25,000	)	$	(134,196	)	$	149,684,357		$	(69,311,909	)	$	(31,006	)	$	(5,850,826	)	$	74,393,193
Stock-based compensation		—		—		—		—		—			—			2,267,180			—			—			—			2,267,180
Issuance of Series B convertible preferred stock		1,695		4,638,521		—		—		—			—			—			—			—			—			—
Series B detachable warrant		—		38,757		—		—		—			—			361,729			(38,757	)		—			—			322,972
Accrued dividends on Series B convertible preferred stock		—		127,541		—		—		—			—			—			(127,541	)		—			—			(127,541	)
Net issuance to settle RSUs		—		—		333,296		333		—			—			(192,878	)		—			—			—			(192,545	)
Proceeds from sale of common stock, net of expenses		—		—		5,502,479		5,503		—			—			11,772,187			—			—			—			11,777,690
Other comprehensive income		—		—		—		—		—			—			—			—			—			(709,774	)		(709,774	)
Net loss		—		—		—		—		—			—			—			(36,395,350	)		72,844			—			(36,322,506	)
Balance, June 30, 2022		1,695	$	4,804,819		42,608,758	$	42,609		(25,000	)	$	(134,196	)	$	163,892,575		$	(105,873,557	)	$	41,838		$	(6,560,600	)	$	51,408,669

Balance, June 30, 2022		1,695	$	4,804,819		42,608,758	$	42,609		(25,000	)	$	(134,196	)	$	163,892,575		$	(105,873,557	)	$	41,838		$	(6,560,600	)	$	51,408,669
Stock-based compensation		—		—		—		—		—			—			1,932,416			—			—			—			1,932,416
Issuance of common stock for cash upon exercise of stock options		—		—		2,100		2		—			—			1,992			—			—			—			1,994
Series B detachable warrant		—		103,350		—		—		—			—			—			(103,350	)		—			—			(103,350	)
Accrued dividends on Series B convertible preferred stock		—		365,979		—		—		—			—			—			(365,979	)		—			—			(365,979	)
Subordinated loan & security agreement warrants		—		—		—		—		—			—			1,894,901			—			—			—			1,894,901
Net issuance to settle RSUs		—		—		290,698		291		—			—			(82,456	)		—			—			—			(82,165	)
Proceeds from sale of common stock, net of expenses		—		—		102,455		102		—			—			128,676			—			—			—			128,778
Other comprehensive loss		—		—		—		—		—			—			—			—			—			(427,191	)		(427,191	)
Net income (loss)		—		—		—		—		—			—			—			14,410,078			25,282			—			14,435,360
Balance, June 30, 2023		1,695	$	5,274,148		43,004,011	$	43,004		(25,000	)	$	(134,196	)	$	167,768,104		$	(91,932,808	)	$	67,120		$	(6,987,791	)	$	68,823,433

See notes to consolidated financial statements.

S&W SEED COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Years Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	14,435,360		$	(36,322,506	)
Adjustments to reconcile net income (loss) from operating activities to net
cash used in operating activities:
Stock-based compensation		1,932,416			2,267,180
Allowance for doubtful accounts		11,659			216,466
Inventory write-down		2,778,414			6,365,542
Depreciation and amortization		4,768,809			5,460,321
Gain on disposal of property, plant and equipment		44,335			(31,088	)
Gain on disposal of intangible assets		(1,796,252	)		—
Gain on sale of business interest		(38,167,102	)		—
Gain on sale of equity investment		(32,030	)		—
Equity in loss of equity method investees, net of tax		1,252,330			—
Government grant income		(1,444,044	)		—
Change in deferred tax provision		(806,479	)		78,954
Change in foreign exchange contracts		(63,889	)		971,386
Foreign currency transactions		46,283			—
Change in contingent consideration obligation		—			(714,429	)
Amortization of debt discount		1,975,938			898,497
Accretion of note receivable		(99,763	)		—
Changes in:
Accounts receivable		(5,840,310	)		(422,335	)
Inventories		5,755,856			688,903
Prepaid expenses and other current assets		84,605			(104,442	)
Other non-current assets		(27,950	)		(137,320	)
Accounts payable		(2,151,619	)		977,036
Deferred revenue		(139,826	)		223,586
Accrued expenses and other current liabilities		(1,344,945	)		1,226,353
Other non-current liabilities		(149,946	)		(15,243	)
Net cash used in operating activities		(18,978,150	)		(18,373,139	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of business interest		7,000,000			—
Proceeds from partnership transaction		2,000,000			—
Proceeds from disposal of property, plant and equipment		1,417			200,605
Net proceeds from sale of equity investment		400,000			988,504
Additions to property, plant and equipment		(856,716	)		(2,098,535	)
Capital contributions to partnerships		(172,917	)		—
Net cash provided by (used in) investing activities		8,371,784			(909,426	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock		128,778			11,777,690
Issuance of common stock for cash upon exercise of stock options		1,994			—
Net proceeds from sale of Series B convertible preferred stock		—			5,000,250
Taxes paid related to net share settlements of stock-based compensation awards		(82,165	)		(192,545	)
Borrowings and repayments on lines of credit, net		9,857,653			1,770,219
Borrowings of long-term debt		4,208,460			868,372
Repayments of long-term debt		(1,743,514	)		(1,392,533	)
Debt issuance costs		(421,538	)		(692,779	)
Net cash provided by financing activities		11,949,668			17,138,674
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(1,017	)		672,462
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		1,342,285			(1,471,429	)
CASH AND CASH EQUIVALENTS, beginning of the period		2,056,508			3,527,937
CASH AND CASH EQUIVALENTS, end of period	$	3,398,793		$	2,056,508
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	4,380,703		$	2,357,445
Income taxes		130			276,503

See notes to consolidated financial statements.

S&W SEED COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BACKGROUND AND ORGANIZATION

Organization

The Company began as S&W Seed Company, a general partnership, in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. The Company incorporated a corporation with the same name in Delaware in October 2009, which is the successor entity to Seed Holding, LLC, having purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company’s initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the general partnership’s original business. In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly-owned subsidiary, S&W Seed Company, a Nevada corporation. The Company primarily operates in the United States and Australia.

Business Overview

Since its establishment, S&W Seed Company, including its predecessor entities, or the Company, has been principally engaged in breeding, growing, processing and selling agricultural seeds. The Company operates seed cleaning and processing facilities in Texas, New South Wales, and South Australia. The Company’s seed products are primarily grown under contract by farmers.

Since the Company's initial public offering in May 2010, the Company has actively engaged in expansion initiatives through a combination of organic growth, business acquisitions, strategic partnerships, and development of improved varieties of seeds.

Recent initiatives include the following:

Shell Partnership

On February 6, 2023, S&W and Equilon Enterprises LLC (dba Shell Oil Products US, or Shell), entered into a partnership for the development and production of sustainable biofuel feedstocks through Vision Bioenergy Oilseeds LLC, or Vision Bioenergy. Under the terms of the partnership agreement, S&W contributed production and research facilities, along with certain personal property, including vehicles and other similar equipment, into its Vision Bioenergy subsidiary and subsequently sold a 66% interest in the subsidiary to Shell. Refer to Note 7 for further information.

Trigall Australia Partnership

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the accounts of S&W Seed Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company's exercises control. Outside stockholders' interests in subsidiaries are shown in the consolidated financial statements as Noncontrolling interests.

The Company owns 50.1% of a venture based in South Africa named SeedVision Proprietary Limited, or SeedVision. SeedVision is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and SeedVision is being funded through advances, as needed,

from its investors. The Company has concluded that it is the primary beneficiary of SeedVision because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of SeedVision, which are considered to be the activities that have the greatest impact on the future economic performance of SeedVision.

The Company owns 51.0% of Sorghum Solutions South Africa, which is a variable interest entity as defined in ASC 810-10, Consolidation, because no substantive equity contributions have been made to it, and Sorghum Solutions South Africa is being funded through advances, as needed, from its investors. The Company has concluded that it is the primary beneficiary of Sorghum Solutions South Africa because it has the power, through a tie-breaking vote on the board of directors, to direct the sales and marketing activities of Sorghum Solutions South Africa, which are considered to be the activities that have the greatest impact on the future economic performance of Sorghum Solutions South Africa.

Because the Company is their primary beneficiary, the financial results of SeedVision and Sorghum Solutions South Africa are included in these financial statements. The Company recorded a combined $289,517 of current assets (restricted) and $22,082 of current liabilities (nonrecourse) for these entities in our consolidated balance sheets as of June 30, 2023. The Company recorded a combined $459,909 of current assets (restricted) and $31,307 of current liabilities (nonrecourse) for these entities in our consolidated balance sheets as of June 30, 2022.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, inventory valuation, the carrying value of the Company's equity investments, asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

The Company believes the estimates and assumptions underlying the accompanying consolidated financial statements are reasonable and supportable based on the information available at the time the financial statements were prepared. However, certain adverse geopolitical and macroeconomic events, such as the ongoing conflict between Ukraine and Russia and related sanctions, the armed conflict in Sudan, and uncertain market conditions, including higher inflation and supply chain disruptions, have, among other things, negatively impacted the global economy, created significant volatility and disruption of financial markets, and significantly increased economic and demand uncertainty. These factors make many of the estimates and assumptions reflected in these consolidated financial statements inherently less certain. Therefore, actual results may ultimately differ from those estimates to a greater degree than historically.

Certain Risks and Concentrations

The Company’s revenue is principally derived from the sale of seed, the market for which is highly competitive. The Company depends on a core group of significant customers. No single customer accounted for more than 10% of revenue for the years ended June 30, 2023 and 2022.

No customer accounted for more than 10% of the Company’s accounts receivable at June 30, 2023 and June 30, 2022.

The Company sells a substantial portion of its products to international customers. Sales to international markets represented 70% and 73% of revenue during the years ended June 30, 2023 and 2022, respectively. The net book value of fixed assets located outside the United States was 31% and 22% of total fixed assets at June 30, 2023 and 2022, respectively.

The following table shows revenue from external sources by destination country:


	Years Ended June 30,
	2023				2022
United States	$	22,060,338	30	%	$	19,534,824	27	%
Australia		17,414,681	24	%		21,673,461	30	%
Saudi Arabia		9,781,138	13	%		9,528,777	13	%
Mexico		5,502,421	8	%		1,915,370	3	%
Libya		4,678,973	6	%		1,739,105	2	%
Sudan		2,612,603	4	%		1,443,748	2	%
Pakistan		2,494,981	3	%		3,309,800	5	%
South Africa		1,620,601	2	%		1,898,467	3	%
Argentina		1,162,369	2	%		1,541,402	2	%
Algeria		912,040	1	%		430,000	1	%
Other		5,281,146	7	%		8,339,344	12	%
Total revenue	$	73,521,291	100	%	$	71,354,298	100	%

Liquidity and Going Concern

The Company continues to monitor the ongoing military conflict between Russia and Ukraine and the armed conflict in Sudan on its business, including its results of operations and financial condition.

The Company’s product revenue is predicated on its ability to timely fulfill customer orders, which depends in large part upon the consistent availability and operation of shipping and distribution networks operated by third parties. Farmers typically have a limited window during which they can plant seed and their buying decisions can be shaped by actual or perceived disruptions in the Company’s distribution and supply channels. If the Company’s customers delay or decrease their orders due to potential disruptions in its distribution and supply channels, or if the Company is unable to timely fulfill their orders, this would adversely affect the Company’s product revenue. During the year ended June 30, 2023, the Company experienced numerous logistical challenges due to limited availability of trucks for product deliveries, congestion at the ports, and overall increases in shipping and transportation costs. The Company expects these logistical challenges to persist well into fiscal 2024, which may, among other things, delay or reduce its ability to recognize revenue within a particular fiscal period and harm its results of operations.

Excluding the gain recognized in relation to the Vision Bioenergy partnership, the Company is not profitable and has recorded negative operating cash flows for the last several years. For the year ended June 30, 2023, the Company reported net loss, excluding the gain recognized from the Vision Bioenergy partnership, of $23.8 million and net cash used in operations of $19.0 million. As of June 30, 2023, the Company had cash on hand of $3.4 million. The Company had $1.0 million of unused availability from its working capital facilities as of June 30, 2023 (refer to Note 8 for further discussion). In fiscal 2024, the Company is entitled to receive $6.0 million from Shell, subject to adjustment in certain circumstances detailed further in Note 7, and $1.0 million from Trigall in relation to the partnerships formed in fiscal 2023. The Company is obligated to make an additional $0.4 million in capital contributions to Trigall Australia through June 2025.

The Company’s Amended and Restated Loan and Security Agreement, or the Amended CIBC Loan Agreement, with CIBC Bank USA, or CIBC, and its debt facilities with National Australia Bank, or NAB, listed under the NAB Finance Agreement, contain various operating and financial covenants (refer to Note 8). Adverse geopolitical and macroeconomic events and other factors affecting the Company’s results of operations have increased the risk of the Company’s inability to comply with these covenants, which could result in acceleration of its repayment obligations and foreclosure on its pledged assets. The Amended CIBC Loan Agreement as presently in effect requires the Company to meet minimum adjusted EBITDA levels on a quarterly basis, and the NAB Finance Agreement includes an undertaking that requires the Company to maintain a net related entity position of not more than USD $18.5 million and a minimum interest cover ratio at fiscal year-ends. As of June 30, 2023, the Company failed to meet the CIBC minimum adjusted EBITDA covenant as well as the NAB interest cover ratio covenant, but obtained waivers from both lenders with respect to such non-compliance. While the Company obtained waivers from CIBC and NAB for these failed covenants, there can be no assurance the Company will be successful in meeting its covenants or securing future waivers and/or amendments from its lenders. Currently, the Company does not expect to meet certain of these covenants in fiscal 2024. If the Company is unsuccessful in meeting its covenants or

securing future waivers and/or amendments from its lenders and cannot obtain other financing options, it may need to reduce the scope of its operations, repay amounts owed to its lenders and/or sell certain assets. Further, if the Company cannot renew or find other financing options when its two major debt facilities with CIBC and NAB expire on August 31, 2024 and September 30, 2024, respectively, it may need to reduce the scope of its operations, repay amounts owed to its lenders and/or sell certain assets. These operating and liquidity factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Reclassifications

Certain prior year amounts have been reclassified in order to conform to the current year presentation.

International Operations

The Company translates its foreign operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income (loss). Gains or losses from foreign currency transactions are included in the consolidated statements of operations. For the year ended June 30, 2023, a $0.9 million foreign currency transaction gain was recognized within Cost of revenue and a $0.9 million foreign currency loss was recorded in Other expenses (income). For the year ended June 30, 2022, a $0.5 million foreign currency gain was recognized within Cost of revenue and a $0.8 million foreign currency loss was recorded to Other expenses (income).

Cost of Revenue

The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in Cost of revenue.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At times, cash and cash equivalents balances exceed amounts insured by the Federal Deposit Insurance Corporation. Cash balances located outside of the United States may not be insured and totaled $191,766 and $811,551 on June 30, 2023 and 2022, respectively. Cash balances residing in the United States exceeding the Federal Deposit Insurance Corporation limit of $250,000 totaled $2,957,028 and $994,957 on June 30, 2023 and 2022, respectively.

Accounts Receivable

The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. The allowance for doubtful trade receivables was $209,757 and $233,927 at June 30, 2023 and June 30, 2022, respectively.

Inventories

Inventories consist of seed and packaging materials.

Inventories are stated at the lower of cost or net realizable value, and an inventory reserve permanently reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted

material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities.

Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to be obsolete or impaired is written off to expense at the time the impairment is identified. Inventory quality is a function of germination percentage. Our experience has shown that our alfalfa seed quality tends to be stable under proper storage conditions; therefore, we do not view inventory obsolescence for alfalfa seed as a material concern. Hybrid crops (sorghum and sunflower) seed quality may be affected by warehouse storage pests such as insects and rodents. The Company maintains a strict pest control program to mitigate risk and maximize hybrid seed quality.

Components of inventory are:


	As of		As of
	June 30, 2023		June 30, 2022
Raw materials and supplies	$	3,309,211	$	2,645,764
Work in progress		6,409,554		6,677,980
Finished goods		35,379,503		45,192,150
Inventories, net	$	45,098,268	$	54,515,894

Property, Plant and Equipment

Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 5 to 35 years for buildings, 2 to 20 years for machinery and equipment, and 2 to 5 years for vehicles.

Intangible Assets

Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10 to 30 years for technology/IP/germplasm, 5 to 20 years for customer relationships and trade names and 10 to 20 for other intangible assets. The weighted average estimated useful lives are 25 years for technology/IP/germplasm, 19 years for customer relationships, 16 years for trade names, and 18 years for other intangible assets.

Investments

In fiscal 2023, the Company entered into two partnerships resulting in a 34% ownership interest in Vision Bioenergy and a 20% ownership interest in Trigall Australia. Following the initial recording of each investment, the Company assesses and records its share of equity earnings from each investment on a quarterly basis, resulting in the investment carrying value increasing or decreasing depending on whether a gain or loss is recorded. For Trigall Australia, the Company is also required to make capital contributions, which increases the carrying value of the investment.

Research and Development Costs

The Company is engaged in ongoing research and development, or R&D, of proprietary seed varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Employee Retention Credit

In response to the COVID-19 pandemic, the Employee Retention Credit, or ERC, was established under the Coronavirus Aid, Relief, and Economic Security Act. The ERC is a refundable tax credit meant for businesses that continued to pay employees while shut down due to the COVID-19 pandemic or had significant declines in gross

receipts from March 13, 2020 to December 31, 2021. Companies who meet the eligibility requirements can claim the ERC on an original or adjusted employment tax return for a period within those dates.

In March 2023, the Company determined that it qualifies for $1.4 million in relief for the period from April 1, 2021 to September 30, 2021. Upon receipt of the relief, the Company will owe $0.2 million in tax advisory costs associated with the assessment of the tax credit. Further research is ongoing to determine if the Company qualifies for any other reporting periods. As there is no authoritative guidance under US GAAP for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standards 20, or IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, management determined it has reasonable assurance of receipt of the identified ERC amount and recorded the $1.4 million benefit under Government grant income in the consolidated statements of operations during the year ended June 30, 2023. A corresponding accrual of the tax credit receivable was recorded under Prepaid expenses and other current assets on the consolidated balance sheets as of June 30, 2023.

Income Taxes

The Company accounts for income taxes in accordance with the applicable accounting standards. These standards prescribe a minimum threshold a tax position is required to meet before being recognized in the consolidated financial statements. Deferred taxes are recognized for the estimated taxes ultimately payable or recoverable based on the enacted tax law. Changes in enacted tax rates are reflected in the tax provision as they occur.

Deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s effective tax rate for the years ended June 30, 2023 and 2022 has been affected by the valuation allowance on the Company’s deferred tax assets.

Net Income (Loss) Per Common Share Data

Basic net income (loss) per common share, or EPS, is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Diluted EPS is calculated by adjusting both the numerator (net income (loss)) and the denominator (weighted-average number of shares outstanding) for the dilutive effects of potentially dilutive securities, including options and restricted stock awards.

The treasury stock method is used for stock options and restricted stock awards. Under this method, consideration that would be received upon exercise (as well as remaining compensation cost to be recognized for awards not yet vested) is assumed to be used to repurchase shares of stock in the market, with net number of shares assumed to be issued added to the denominator.

The Company computes earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. The Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share, or the Series B Preferred Stock, and warrant are participating securities because holders of such shares have non-forfeitable dividend rights and participate in any undistributed earnings with common stock. Under the two-class method, total dividends provided to the holders of participating securities and undistributed earnings allocated to participating securities are subtracted from net income attributable to the Company in determining net loss attributable to common shareholders. Additionally, any accretion to the redemption value for the Series B Preferred Stock is treated as a deemed dividend in the two-class EPS calculation.

The calculation of basic and diluted EPS is shown in the table below:


	Years Ended June 30,
	2023			2022
Numerator:
Net income (loss) attributable to S&W Seed Company	$	14,410,078		$	(36,395,350	)
Dividends accrued for participating securities		(365,979	)		(127,541	)
Accretion of Series B Preferred Stock redemption value		(103,350	)		(38,757	)
Numerator for net income (loss) per common share - basic and diluted	$	13,940,749		$	(36,561,648	)
Denominator:
Denominator for basic EPS - weighted average shares		42,752,759			39,133,681
Less: weighted average shares - dilutive securities:
Employee stock options		50,023			—
Employee restricted stock options		132,769			—
Denominator for diluted EPS - weighted average shares		42,935,551			39,133,681
Net income (loss) per common share - basic	$	0.33		$	(0.93	)
Net income (loss) per common share - diluted	$	0.32		$	(0.93	)

Anti-dilutive shares, which have been excluded from the computation of diluted income (loss) per share, included 4,851,886 employee stock options, 1,695,000 shares issuable upon conversion of the Series B Convertible Preferred Stock, warrants to purchase 2,633,400 shares of common stock related to the MFP Loan Agreement (as defined below), 559,350 warrants issued with the Company's Series B Convertible Preferred Stock, and 46,770 restricted stock units. The terms and conditions of these securities are more fully described in Note 12, Note 13, and Note 14 in these consolidated financial statements. For the period ended June 30, 2022, all potentially dilutive shares were anti-dilutive and excluded from the calculation of diluted loss per share because net losses were recognized.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted future cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Refer to Note 5 for further impairment discussion.

Derivative Financial Instruments

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency derivative financial instruments.

The Company has entered into foreign currency forward contracts and foreign currency call options (refer to Note 10) and accounts for these instruments in accordance with ASC Topic 815, “Derivatives and Hedging,” which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company’s foreign currency contracts and options are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings.

Premiums paid for foreign currency options with strike prices below the spot market price when acquired represent the time value of the option, as there is no intrinsic value. Such premiums are recorded as a current asset and amortized over the option term if deemed material. Currency options are measured at fair value if the market price at the reporting date exceeds the strike price. When the strike price exceeds the market price, no liability is recorded as the Company has no obligation to exercise the options.

Fair Value of Financial Instruments

The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows:

•

Level 1. Observable inputs such as quoted prices in active markets;

•

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance that could impact the relationship between interest rate and market rates.

S&W received a $6.0 million note receivable due from Shell in connection with the Vision Bioenergy partnership transaction (see Note 7). The note, which is due in February 2024, was initially recorded at its $5.7 million present value discounted at a rate of 4.4%, which is our estimated discount rate for similar instruments. The receivable balance is being accreted to the full receivable amount on a straight-line basis over the remaining receivable term due to its short-term maturity. The receivable balance was $5.8 million at June 30, 2023.

Also in conjunction with the Vision Bioenergy partnership transaction, S&W received a one-time option, or Purchase Option, exercisable at any time on or before the fifth anniversary of the closing of the partnership transaction, to repurchase a 6% membership interest from Shell. The option repurchase prices range between approximately $7.1 and $12.0 million, depending on the date on which such purchase is completed. The Purchase Option was valued at $0.7 million using a lattice option valuation model. The valuation model incorporated significant, unobservable inputs including a discounted cash flow model based on management projections of future Vision Bioenergy results and an estimate of the current per share value of Vision Bioenergy shares. In the model, the estimate of the current per share value was discounted to account for lack of control and marketability, which were considered to be part of the unit of account given the restrictions of the limited liability company agreement that governs the ownership rights of the members. Other unobservable inputs included the risk-free rates and the estimated future stock volatility based on the historical stock price volatilities of other market participants. A full fair value analysis will be performed at each fiscal year-end or when there is an indication that there may be an impairment to the valuation. Management will estimate and adjust the balance for interim periods. A fair value analysis was performed as of June 30, 2023, which resulted in no material adjustment to the fair value.

Quantitative information about Level 3 fair value measurement is as follows:


	Fair Value at 6/30/23		Valuation Technique	Unobservable Input	Range
Purchase Option	$	695,000	Option Model	Risk-free rate	3.8% - 4.9%
				Stock price volatility	60% - 65%
				Lack of control premium	13%
				Lack of marketability premium	30%

Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows:


	Fair Value Measurements as of June 30, 2023 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract liability	$	—	$	849,033	$	—
Note receivable due from Shell		—		5,846,890		—
Vision Bioenergy interest purchase option		—		—		695,000
Total	$	—	$	6,695,923	$	695,000


	Fair Value Measurements as of June 30, 2022 Using:
	Level 1		Level 2		Level 3
Foreign exchange contract liability	$	—	$	996,106	$	—
Total	$	—	$	996,106	$	—

Recently Adopted Accounting Pronouncements

We have evaluated all issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our consolidated statements of operations, comprehensive income, balance sheets, or cash flows.

NOTE 3 - LEASES

S&W leases office and laboratory space, field research plots and equipment used in connection with its operations under various operating and finance leases.

Right-of-use, or ROU, assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the net present value of the Company’s obligation to make payments arising from these leases. The lease liabilities are based on the present value of fixed lease payments over the lease term using the implicit lease interest rate or, when unknown, the Company's incremental borrowing rate on the lease commencement date or July 1, 2019 for leases that commenced prior to that date. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Operating lease expense is recognized on a straight-line basis over the term of the lease.

The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component under the practical expedient provisions of the standard. The Company has lease agreements with terms less than one year. For the qualifying short-term leases, the Company elected the short-term lease recognition exemption in which the Company will not recognize ROU assets or lease liabilities, including the ROU assets or lease liabilities for existing short-term leases of those assets upon adoption.

Variable lease payments consist primarily of common area maintenance, utilities and taxes, which are not included in the recognition of ROU assets and related lease liabilities. Variable lease payments and short-term lease expenses were immaterial to the Company’s financial statements for the year ended June 30, 2023. The Company’s lease agreements do not contain material restrictive covenants.

The components of lease assets and liabilities are as follows:


		As of June 30,
Leases	Balance Sheet Classification:	2023			2022
Assets:
Right of use assets - finance leases		$	1,759,094		$	2,071,609
Accumulated amortization - finance leases			(1,088,294	)		(1,131,842	)
Right of use assets - finance leases, net	Other assets		670,800			939,767
Right of use assets - operating leases	Right of use assets - operating leases		2,983,303			4,094,253
Total lease assets		$	3,654,103		$	5,034,020

Liabilities:
Current lease liabilities - finance leases	Current portion of long-term debt, net	$	383,403		$	804,309
Current lease liabilities - operating leases	Accrued expenses and other current liabilities		1,335,568			1,341,198
Long-term portion of lease liabilities - finance leases	Long-term debt, net, less current portion		304,761			500,723
Long-term portion of lease liabilities - operating leases	Other non-current liabilities		1,949,604			3,042,311
Total lease liabilities		$	3,973,336		$	5,688,541

The components of lease cost are as follows:


		Years Ended June 30,
Lease cost:	Income Statement Classification:	2023		2022
Operating lease cost	Cost of revenue	$	708,802	$	692,210
Operating lease cost	Selling, general and administrative expenses		195,842		307,368
Operating lease cost	Research and development expenses		437,282		375,905
Finance lease cost	Depreciation and amortization		505,082		625,625
Finance lease cost	Interest expense, net		40,817		89,577
Total lease costs		$	1,887,825	$	2,090,685

Maturities of lease liabilities as of June 30, 2023 are as follows:


Fiscal Year	Operating Leases			Finance Leases
2024	$	1,454,919		$	420,368
2025		953,677			212,098
2026		621,696			114,141
2027		397,469			—
2028		99,432			—
Total lease payments		3,527,193			746,607
Less: Interest		(242,021	)		(58,443	)
Present value of lease liabilities	$	3,285,172		$	688,164

The following are the weighted average assumptions used for lease term and discount rate and supplemental cash flow information related to leases as of June 30, 2023:


Operating lease remaining lease term	3.1 years
Operating lease discount rate		4.14	%
Finance lease remaining lease term	0.8 years
Finance lease discount rate		6.69	%
Cash paid for operating leases	$	1,449,629
Cash paid for finance leases	$	624,863

NOTE 4 - REVENUE RECOGNITION

The Company derives its revenue primarily from the sale of seed products to seed distributors. From time to time, the Company utilizes excess capacity to provide conditioning, treating, and packaging services to other seed producers. The Company also derives service revenue from its two partnerships, Trigall Australia and Vision Bioenergy, by providing administrative services under a service level agreement.

Revenue from seed product sales is recognized at the point in time at which control of the product is transferred to the customer. Generally, this occurs upon shipment of the product. Pricing for such transactions is negotiated and determined at the time the contracts are signed. We have elected the practical expedient that allows us to account for shipping and handling activities as a fulfillment cost, and we accrue those costs when the related revenue is recognized.

The Company has certain contracts with customers that offer a limited right of return on certain branded products through the end of the current sales year (September through August). The products must be in an unopened and undamaged state and must be resalable in the sole opinion of the Company to qualify for a refund. The Company uses a historical returns percentage to estimate the refund liability and records a reduction of revenue in the period in which revenue is recognized.

ADAMA Collaboration Agreement

The Company has a collaboration agreement, or Collaboration Agreement, with Makhteshim Agan of North America, Inc., or ADAMA, for the development and commercialization of the Double TeamTM Sorghum Weed Control System, or DT, which is comprised of ADAMA’s ACCase herbicide used in concert with the Company’s ACCase tolerant ATS Sorghum product, Double Team Sorghum Cropping Solution. Both parties are active participants in the operating activities of the collaboration and exposed to significant risks and rewards depending on the commercial success of the activities. Although the DT product is designed to be used as a system, the Company sells only the Double Team sorghum seed portion of the system and recognizes the revenue consistent with its sales of other seed products.

Under the Collaboration Agreement, the Company will only label and promote ATS Sorghum products with ADAMA herbicides, while ADAMA will not sell ACCase herbicides for use on competing ATS Sorghum products. Further, all DT related trademarks are jointly owned by the Company and ADAMA, and each company grants the other a license free royalty to use these DT related trademarks. The parties have agreed to share the increase in commercial value created and realized by DT, or Total Value Share, with the Company and ADAMA taking 60% and 40% of the Total Share Value, respectively. The Total Share Value is the sum of (a) the increase in gross margin realized by the Company from sale of the Double Team sorghum product compared to margins realized by its non-ATS Sorghum products, (b) 100% of the ADAMA’s ACCase herbicide margin, and (c) any DT-related technology licensing fees received by either party. The Total Value Share is estimated each calendar quarter and a final net settlement is paid at the end of each market year, which ends in August. Estimated and final net settlement amounts to be paid or received are recorded as adjustments to cost of sales.

Double Team sorghum seed sales were $6.5 million and $2.4 million for the years ended June 30, 2023 and 2022. The Total Value Share net settlement amount pursuant to the Collaboration Agreement was $0.5 million due to ADAMA for the year ended June 30, 2023. The Total Value Share net settlement amount was not significant for the year ended June 30, 2022.

Disaggregation of Revenue

The Company disaggregates revenue by type of contract and by destination country. The following table shows revenue from external sources by type of contract:


	Years Ended June 30,
	2023		2022
Seed sales	$	72,808,112	$	69,425,407
Services		713,179		1,928,891
Total revenue	$	73,521,291	$	71,354,298

Payment Terms and Related Balance Sheet Accounts

Accounts receivable represent amounts that are payable to the Company by its customers subject only to the passage of time. Payment terms on invoices are generally 30 to 180 days for export customers and end of sales season (October 31st) for branded products sold within the United States. As the period between the transfer of goods and/or services to the customer and receipt of payment is less than one year, the Company does not separately account for a financing component in its contracts with customers.

The Company had $203,222 in unbilled receivables as of June 30, 2023, which largely related to its service level agreement with Vision Bioenergy, as the Company bills Vision Bioenergy on a quarterly basis. The Company had no unbilled receivables as of June 30, 2022.

Losses on accounts receivable and unbilled receivables are recognized if and when it becomes probable that amounts will not be paid. These losses are reversed in subsequent periods if these amounts are paid. During the years ended June 30, 2023 and 2022, the Company recognized bad debt expense of $11,659 and $216,466, respectively, associated with impaired accounts receivable.

Deferred revenue represents payments received from customers in advance of completion of the Company's performance obligation. During the year ended June 30, 2023, the Company recognized $0.6 million of revenue that was included in the deferred balance as of June 30, 2022. During the year ended June 30, 2022, the Company recognized $0.3 million of revenue that was included in the deferred balance as of June 30, 2021.

NOTE 5 - GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company acquired Pasture Genetics in February 2020, and recorded goodwill of $1,452,436 as part of this transaction. During the fourth quarter of the fiscal year ended June 30, 2022, the Company had a sustained decline in market valuation of its common stock, thereby triggering a potential indicator of goodwill impairment. As a result, the Company initiated a goodwill impairment test for the year ended June 30, 2022.

The Company compared the carrying value of its invested capital to estimated fair values at June 30, 2022. The Company estimated the fair value using the market approach and a control premium (based on management’s best estimate) was added.

Upon completing the impairment test, the Company determined that the estimated fair value of invested capital was less than the carrying value, thus indicating an impairment. The Company recognized a goodwill impairment charge of $1.5 million for the year ended June 30, 2022, which represented the entire goodwill balance prior to the impairment charge. The Company did not record any goodwill for the year ended June 30, 2023.

The following table summarizes the activity of goodwill for the year ended June 30, 2022:


	Balance at June 30, 2021		Additions		Impairment			Currency Translation Adjustment			Balance at June 30, 2022
Goodwill	$	1,651,634	$	—	$	(1,548,324	)	$	(103,310	)	$	—

Intangible Assets

Intangible assets consist of the following:


	Balance at June 30, 2022		Other Additions and Disposals			Amortization			Currency Translation Adjustment			Balance at June 30, 2023
Intellectual property	$	23,035,925	$	—		$	(1,385,391	)	$	—		$	21,650,534
Trade name		1,084,791		-			(196,627	)		(7,231	)		880,933
Customer relationships		5,499,815		—			(353,000	)		(178,140	)		4,968,675
GI customer list		42,983		—			(7,164	)		—			35,819
Supply agreement		775,241		—			(75,633	)		—			699,608
Grower relationships		1,331,581		—			(105,406	)		—			1,226,175
License agreement		1,986,598		(1,885,907	)		(75,610	)		(25,081	)		—
Internal use software		338,893		—			(67,778	)		—			271,115
	$	34,095,827	$	(1,885,907	)	$	(2,266,609	)	$	(210,452	)	$	29,732,859


	Balance at June 30, 2021		Other Additions and Disposals		Amortization			Currency Translation Adjustment			Balance at June 30, 2022
Intellectual property	$	24,427,857	$	—	$	(1,391,932	)	$	—		$	23,035,925
Trade name		1,310,489		-		(203,009	)		(22,689	)		1,084,791
Customer relationships		6,302,591		—		(373,393	)		(429,383	)		5,499,815
Non-compete		5,058		—		(5,058	)		—			—
GI customer list		50,146		—		(7,163	)		—			42,983
Supply agreement		850,874		—		(75,633	)		—			775,241
Grower relationships		1,436,988		—		(105,407	)		—			1,331,581
License agreement		2,340,269		—		(172,004	)		(181,667	)		1,986,598
Internal use software		406,670		—		(67,777	)		—			338,893
	$	37,130,942	$	—	$	(2,401,376	)	$	(633,739	)	$	34,095,827

Amortization expense totaled $2,266,609 and $2,401,376 for the years ended June 30, 2023 and 2022, respectively.

Estimated aggregate remaining amortization is as follows:


	2024		2025		2026		2027		2028		Thereafter
Amortization expense	$	2,179,262	$	2,139,453	$	2,025,950	$	1,921,799	$	1,864,508	$	19,601,887

For the years ended June 30, 2023 and 2022, the Company determined there was no impairment of its intangible assets.

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Components of property, plant and equipment were as follows:


	As of			As of
	June 30, 2023			June 30, 2022
Land and improvements	$	939,089		$	2,265,087
Buildings and improvements		3,356,755			8,119,960
Machinery and equipment		12,667,858			14,972,462
Vehicles		605,891			1,085,342
Leasehold improvements		552,810			552,810
Construction in progress		177,538			110,107
Total property, plant and equipment		18,299,941			27,105,768
Less: accumulated depreciation		(8,217,773	)		(10,234,099	)
Property, plant and equipment, net	$	10,082,168		$	16,871,669

Depreciation expense totaled $1,997,118 and $2,433,319 for the years ended June 30, 2023 and 2022, respectively.

AgAmerica Mortgage

On June 20, 2023, the Company entered into a Term Loan Agreement with AgAmerica Lending LLC, a Florida limited liability company, or AgAmerica, pursuant to which AgAmerica extended a term loan of $4.3 million to the Company and, as security therefor, the Company granted to AgAmerica a mortgage on approximately 31 acres of land located in Lubbock and Moore Counties, Texas, and certain personal property thereon. For further information on the loan, refer to Note 8.

NOTE 7 - Investments

Shell Partnership

On February 6, 2023, or Closing Date, the Company and Shell entered into a Contribution and Membership Interest Purchase Agreement, or Purchase Agreement, relating to a partnership for the development and production of sustainable biofuel feedstocks through its newly created subsidiary Vision Bioenergy Oilseeds LLC, or Vision Bioenergy, pursuant to which:

•

The Company (i) contributed its Nampa, Idaho production and research facilities, or the Nampa Facilities, to Vision Bioenergy, along with certain personal property, including vehicles, fixed assets and other similar equipment; (ii) caused Vision Bioenergy to make offers of employment to certain key personnel; (iii) assigned to Vision Bioenergy certain contracts and permits; and (iv) agreed to a two-year non-solicitation covenant with respect to the personnel transferred to Vision Bioenergy.

•

On the Closing Date, Shell (i) made a $13.2 million cash contribution to Vision Bioenergy; (ii) paid $7.0 million to the Company; and (iii) paid $6.9 million to retire in full the principal, accrued interest and related settlement costs of the Rooster Note, which was secured by a priority security interest in the property, plant and fixtures located at the Nampa Facilities.

•

In February 2024, Shell will be required to pay an additional $6.0 million to the Company, subject to adjustment in certain circumstances. The Purchase Agreement provides that this required payment could be decreased by up to $4.5 million if (i) the effective employment date of the certain key personnel transferred to Vision Bioenergy, or Transferred Personnel, is later than May 7, 2023, or any of the Transferred Personnel are no longer employed by Vision Bioenergy after February 6, 2024 and (ii) the Company or Vision Bioenergy, as applicable, fail to replace such Transferred Personnel with personnel of reasonably similar qualifications within 90 days of the events covered in clause (i) above. The Company’s management deemed that the full $6.0 million payment from Shell to the Company was realizable due to the high likelihood that the key employees would remain employed for the first year, or in any event could be replaced within 90 days. The fair value of the full amount of this payment, based on the discounted value of the payment as of June 30, 2023, was $5.8 million, which was recorded to Notes receivable, net on the consolidated balance sheets.

•

In February 2024, Shell will be required to make an additional $12.0 million cash contribution to Vision Bioenergy. The fair value of this February 2024 payment as of June 30, 2023, based on the discounted value of the payment at Shell's incremental borrowing rate, was $11.7 million.

•

S&W received a one-time option, or Purchase Option, exercisable at any time on or before the fifth anniversary of the closing of the partnership transaction, to purchase a 6% membership interest from Shell for a purchase price ranging between approximately $7.1 and $12.0 million, depending on the date on which such purchase is completed. The fair market value of the Purchase Option on the Closing Date was $0.7 million based on a third party appraisal.

•

Upon the achievement of certain specified milestones, measured as of the fourth and seventh anniversaries of the closing of the partnership transaction, the Company is eligible to receive transfers of up to an additional aggregate 10% interest in Vision Bioenergy from Shell, or Contingent Transfers. The basis for recognition and measurement of contingent consideration in deconsolidation is not addressed in ASC 810. The Company has made an accounting policy election to account for these contingent consideration items by analogy to the treatment of property and casualty losses under ASC 610-30, in which anticipated insurance recoveries are limited to the lesser of (1) the amount of proceeds for which the likelihood of receipt is probable or (2) the total loss recognized. Under this approach, if the consideration received in the deconsolidation, excluding the contingent consideration, is greater than the carrying amount of the deconsolidated net assets, no contingent consideration would be recognized initially. Since the consideration received by the Company in sale of the interest in Vision Bioenergy to Shell was greater than the carrying value of the assets deconsolidated, no contingent consideration was recorded by the Company. Subsequent recognition and measurement of the contingent consideration will be made using the gain contingency model set forth in ASC 450-30.

Although no contingent assets were recorded by the Company, the Contingent Transfers were a material part of the Purchase Agreement negotiated by the parties and therefore were included in the valuation of Shell’s investment of Vision Bioenergy. The fair value of the Contingent Transfers was determined to be $0.5 million based on Monte Carlo analysis of management projections of free cash flows.

The aggregate total value of the Shell’s payments to the Company and cash contributions to Vision Bioenergy on the Closing Date, the present value of Shell’s future cash payments and contributions, and the fair market values of the Purchase Option and Contingent Transfers, was $45.4 million. For this investment, Shell received a 66% interest in Vision Bioenergy, while the Company retained a 34% interest.

Prior to the closing of the Purchase Agreement, the Vision Bioenergy subsidiary of the Company held production and other property, rights to certain proprietary seed varieties and other trade secrets, and an experienced workforce with the necessary skills, knowledge, or experience to perform a process on the inputs that could generate an output, that meet the definition of a business as defined by ASC 805-10. Accordingly, the transfer of the 66% interest in Vision Bioenergy to Shell was accounted for as a sale of a business under ASC 805. Concurrent with the sale of the 66% interest, Vision Bioenergy was deconsolidated from the Company’s books, and the retained interest was recorded as an investment. Shell’s $45.4 million investment for a 66% interest reflected a total valuation of the Vision Bioenergy business of $68.8 million.

The consideration received by the Company for Shell’s 66% interest in Vision Bioenergy comprises the $7.0 million paid to the Company at closing, the retirement of $6.9 million of Company debt, the $5.7 million present value of the future payment to the Company at the Closing Date, the $0.7 million fair market value of the Purchase Option, and the $23.4 million value of the equity investment, or $43.7 million in total. The total consideration, less the $5.5 million carrying value of the Nampa facility assets and inventory contributed by the Company to Vision Bioenergy, resulted in a gain on the sale in the amount of $38.2 million. The gain is reported as Gain on equity method investments on the consolidated statements of operations. This consideration is summarized below:


	Amount Received (Contributed)
Equity investment	$	23,396,832
Cash		7,000,000
Debt retirement		6,860,838
Notes receivable, net		5,747,126
Fair value of 6% member purchase option		695,000
Fixed assets and inventory transfer		(5,532,694	)
Gain on equity method investments	$	38,167,102

Vision Bioenergy’s five-member Board of Directors includes two directors designated by the Company. Through its Board representation and 34% of the voting rights, the Company has significant influence in the management of Vision Bioenergy. Accordingly, the Company’s investment is accounted for using the equity method and reported within Equity method investments on the consolidated balance sheets. The Company recognizes its proportionate share of the reported earnings or losses of Vision Bioenergy through net income and as an adjustment to the investment balance. This proportionate share is subject to adjustments, such as for the elimination of intra-entity (intercompany) gains or losses or amortization of basis differences. Vision Bioenergy is a pass-through entity for income tax purposes, with income or loss distributed to the partners.

The fair market values of the assets contributed to Vision Bioenergy by the Company at the Closing Date were determined by third-party market appraisals. The Nampa Facilities and other property with an aggregate carrying amount of $5.5 million were valued at $12.9 million. Rights established under a product uptake agreement with Shell and rights to certain proprietary seed technology with no carrying value on the Company's books, were initially valued at $19.2 million. These intangible assets were recorded on Vision Bioenergy's opening balance sheet and will be amortized through the end of their useful life. The net book value of these assets as of June 30, 2023 was $18.6 million. The total gain on the sale of the Vision Bioenergy interest recognized by the Company included $8.0 million related to the remeasurement of the retained investment in Vision Bioenergy to its fair value.

On the Closing Date, the Company's proportionate 34% share of Vision Bioenergy’s equity was $23.4 million, calculated from the total valuation of the Vision Bioenergy business of $68.8 million. Of this, the Company’s equity share of Vision Bioenergy’s net identifiable assets was $19.3 million. The $4.1 million difference between the carrying amount of the equity method investment and the Company’s share of the net identifiable assets represented

equity method goodwill. The equity method goodwill will not be subject to amortization but will assessed for impairment at least annually, or when certain triggering events occur, using fair value measurement techniques.

The summarized unaudited balance sheet presented below reflects the financial information of Vision Bioenergy as of June 30, 2023:


	As of June 30, 2023 (Unaudited)
Cash	$	8,973,896
Other current assets		747,090
Fixed assets		15,051,799
Intangible assets		18,575,108
Goodwill		11,870,376
Other assets		255,899
TOTAL ASSETS	$	55,474,168
Current liabilities		1,381,493
Long-term liabilities		176,203
Equity		53,916,472
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	55,474,168

The summarized unaudited income statement presented below reflects the financial information of Vision Bioenergy for the period from February 6, 2023 (inception) through June 30, 2023:


	Year Ended June 30, 2023 (Unaudited)
Revenue	$	168,977
Gross profit (loss)		(726,502	)
Loss from operations		(3,358,348	)
Net loss		(3,203,958	)

Effective February 6, 2023, the Company entered into a service-level agreement, or SLA, with Vision Bioenergy. Pursuant to the SLA, the Company is to provide Vision Bioenergy with services for various functions, including Human Resources, Finance, Accounting, Information Technology, Research, Engineering, and Sales & Marketing. The SLA will terminate on the third anniversary of the effective date; however, it does include an extension option. During the period from February 6, 2023 (inception) through June 30, 2023, the Company recognized $0.3 million in service revenue related to this agreement.

Concurrent with the SLA, the Company entered into a one-year service agreement with Vision Bioenergy, for which Vision Bioenergy will provide the Company with grain processing services at its Nampa, Idaho facility. The Company has the right to extend the contract for a second year. During the period from February 6, 2023 (inception) through June 30, 2023, the Company paid $0.2 million to Vision Bioenergy for services per this agreement.

Trigall Australia Partnership

Effective December 23, 2022, the Company’s wholly owned subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia, entered into a partnership with Trigall Genetics S.A., or Trigall, for the development and marketing of wheat varieties in Australia. Under the terms of the partnership agreement, S&W Australia transferred certain intellectual property license rights and equipment into a wholly owned subsidiary and subsequently sold an 80% interest in the subsidiary to Trigall. The subsidiary was renamed Trigall Australia Pty Ltd, or Trigall Australia. In return, S&W Australia received $2.0 million in cash, a $1.0 million promissory note to be paid in December 2023, and retained a 20% ownership interest in Trigall Australia. The $1.0 million promissory note is reported within Notes receivable, net in the consolidated balance sheets. The $3.0 million investment by Trigall for an 80% interest in Trigall Australia implied a $3.8 million valuation. S&W Australia’s 20% retained interest, valued accordingly at $0.8 million, as of the transaction date, is reported as Equity method investments in the consolidated balance sheets.

Management determined that the assets transferred to Trigall Australia did not meet the definition of a business for accounting purposes, and the sale was accounted for as an asset sale. The $3.8 million valuation, less the $2.0 million carrying value of assets contributed, resulted in a $1.8 million gain on the sale. The gain is reported as Gain on equity method investment on the consolidated statements of operations. The Company recognizes its proportionate share of the reported earnings or losses of Trigall, net of tax, through net income and as an adjustment to the investment balance.

S&W Australia is obligated to make an aggregate of $0.6 million in capital contributions to Trigall Australia through June 2025, and has agreed to provide certain marketing, collection and other operational services in support of the partnership. For the year ended June 30, 2023, the Company made $0.2 million in capital contributions.

Bioceres Investment

As of June 30, 2021, the Company held an investment in Bioceres, S.A., a provider of crop productivity solutions headquartered in Argentina. During the third quarter of fiscal year 2022, the Company sold 71.4% of the investment in Bioceres, S.A. for net proceeds of $1.0 million, which included a gain on the sale of marketable securities of $0.1 million. The carrying value of the remainder of the investment was $0.4 million at June 30, 2022, which was reported in Equity method investments on the Company's consolidated balance sheets. During the year ended June 30, 2023, the Company sold off the remainder of its investment in Bioceres, S.A. for net proceeds of $0.4 million, which included a gain on the sale of equity investment of $32,030.

The following summarizes the carrying amount of the Company's equity method investments reflected in the consolidated balance sheets:


	June 30, 2023					June 30, 2022
	Carrying Amount		Economic Interest			Carrying Amount		Economic Interest
Vision Bioenergy	$	22,307,486		34	%	$	—		0	%
Trigall Australia		752,219		20	%		—		0	%
Bioceres		—		0	%		367,970		1	%
Total equity method investments	$	23,059,705				$	367,970

NOTE 8 - DEBT

Total debt outstanding is presented on the consolidated balance sheets as follows:


	June 30, 2023			June 30, 2022

Current portion of working capital lines of credit
CIBC	$	19,335,427		$	12,804,611
National Australia Bank Limited		25,938,839			338,314
Debt issuance costs		(373,487	)		(464,028	)
Total current portion of working capital lines of credit, net		44,900,779			12,678,897
Long-term portion of working capital lines of credit, less current portion
National Australia Bank Limited		—			21,703,286
Total working capital lines of credit, net	$	44,900,779		$	34,382,183
Current portion of long-term debt
Finance leases	$	383,403		$	804,309
Term Loan - National Australia Bank Limited		2,318,050			344,400
Machinery & equipment loans - National Australia Bank Limited		1,141,349			246,547
Machinery & equipment loans - Hyster		11,902			11,834
Vehicle loans - Ford Credit		51,278			40,341
Secured real estate note - Rooster		—			6,905,995
Debt issuance costs		(97,221	)		(36,643	)
Total current portion, net		3,808,761			8,316,783
Long-term debt, less current portion
Finance leases		304,761			500,723
Term loan - National Australia Bank Limited		—			2,410,800
Machinery & equipment loans - National Australia Bank Limited		—			963,733
Machinery & equipment loans - Hyster		15,715			28,722
Vehicle loans - Ford Credit		70,103			88,583
Secured real estate note - AgAmerica		4,300,000			—
Debt issuance costs		(191,245	)		(21	)
Total long-term portion, net		4,499,334			3,992,540
Total debt, net	$	8,308,095		$	12,309,323

CIBC Loan Agreement

On December 26, 2019, the Company entered into a Loan and Security Agreement, or the Loan Agreement, with CIBC, which originally provided for a $35.0 million credit facility, or the CIBC Credit Facility. The Loan Agreement was subsequently amended on several occasions in fiscal 2022 and again in fiscal 2023. During the year ended June 30, 2023, the CIBC Loan Agreement was amended as follows:

•

On September 22, 2022, the CIBC Loan Agreement was amended to, among other things, (i) specify that the borrowing base eligible inventory sublimit cannot be reduced below the proceeds available to be drawn under the MFP Letter of Credit (as defined below), (ii) waive the Company's non-compliance with certain financial covenants under the CIBC Loan Agreement and (iii) establish a minimum liquidity of no less than $1.0 million tested weekly as of the last day of each week for the remainder of the term of the CIBC Loan Agreement;

•

On October 28, 2022, the CIBC Loan Agreement was amended to, among other things, increase (i) the total revolving loan commitment to $21.0 million from $18.0 million and (ii) the borrowing base eligible inventory sublimit to $12.0 million from $9.0 million;

•

On December 23, 2022, the CIBC Loan Agreement was amended to, among other things, extend the maturity date of all revolving loans, advances and other obligations outstanding under the CIBC Loan Agreement from December 23, 2022 to March 23, 2023; and

•

On March 22, 2023, the Company entered into an Amended and Restated Loan and Security Agreement, or the Amended CIBC Loan Agreement, with CIBC, as administrative agent and sole lead arranger, and the other loan parties and lenders party thereto. The Amended CIBC Loan Agreement replaced the existing CIBC Loan Agreement. All amounts outstanding under the Amended CIBC Loan Agreement, including, but not limited to, accrued and unpaid principal and interest due under the CIBC Credit Facility, will be due and payable in full on August 31, 2024.

The following is a summary of certain terms of the Amended CIBC Credit Facility as of June 30, 2023:

•

The Amended CIBC Loan Agreement provides up to $25.0 million credit facility from February 1 to October 31 of each year and up to a $18.0 million credit facility from November 1 to January 31 of each year.

•

Advances under the Amended CIBC Credit Facility are to be used: (i) to finance the Company’s ongoing working capital requirements; and (ii) for general corporate purposes.

•

Availability of funds under the Amended CIBC Credit Facility is subject to a borrowing base of up to 85% of eligible domestic accounts receivable (90% of eligible foreign accounts receivable) plus up to the lesser of (i) 65% of eligible inventory, (ii) 85% of the appraised net orderly liquidation value of eligible inventory, and (iii) an eligible inventory sublimit as more fully set forth in the Loan Agreement, in each case, subject to lender reserves.

•

Advances bear interest at a rate per annum equal to a reference rate equal to CIBC's prime rate at any time (or, if greater, the federal funds rate at such time plus 0.5%) plus an applicable margin of 2.0%. The interest rate was 10.25% as of June 30, 2023. Additionally, upon the occurrence and during the continuance of an event of default, CIBC may elect to increase the existing interest rate on all of the Company's outstanding obligations by 2.0% per annum.

•

The Amended CIBC Credit Facility is secured by a first priority perfected security interest in substantially all of the Borrowers’ assets (subject to certain exceptions), including intellectual property.

•

The Amended CIBC Loan Agreement contains certain customary representations and warranties, events of default, and affirmative and negative covenants, including limitations with respect to debt, liens, fundamental changes, asset sales, restricted payments, investments and transactions with affiliates, subject to certain exceptions. The CIBC Loan Agreement restricts the payment of dividends. Amounts due under the Amended CIBC Loan Agreement may be accelerated upon an “event of default,” as defined in the Amended CIBC Loan Agreement, such as failure to pay amounts owed thereunder when due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject in some cases to cure periods.

The Company actively pursued multiple other lenders prior to entering into the Amended CIBC Loan Agreement on March 22, 2023. The financing charges incurred associated with these other lenders totaled $1.5 million and were expensed to Other (income) expenses in the consolidated statements of operations.

As of June 30, 2023, the Company was not in compliance with the debt covenant of the Amended CIBC Loan Agreement that required the Company to meet a certain minimum adjusted EBITDA level at year-end. A waiver was obtained from CIBC for this failed covenant. As of June 30, 2023, there was approximately $0.8 million of unused availability on the Amended CIBC Credit Facility, which had an available borrowing base of $20.2 million. With additional collateral consisting of accounts receivable, the available borrowing base can increase by an additional $4.8 million, to a maximum amount of $25.0 million.

Australian Facilities

S&W Australia has debt facilities with NAB. The financing agreement with NAB, or the NAB Finance Agreement, which provides a term loan, a master asset finance facility, and a seasonal credit facility that includes a borrowing base line and an overdraft facility used to finance the purchase of seed inventory from growers.

The NAB Finance Agreement was amended and restated effective October 24, 2022 and further amended on October 25, 2022. Pursuant to the amendments contained in the NAB Finance Agreement, among other things:

•

the borrowing base line credit limit under S&W Australia’s seasonal credit facility was increased from AUD $32.0 million (USD $21.2 million as of June 30, 2023) to AUD $40.0 million (USD $26.5 million as of June 30, 2023), with a one-year maturity date extension to September 30, 2024;

•

the overdraft credit limit under S&W Australia’s seasonal credit facility was increased from AUD $1.0 million (USD $0.7 million as of June 30, 2023) to AUD $2.0 million (USD $1.3 million as of June 30, 2023), with a one-year maturity date extension to September 29, 2023; and

•

the maturity date of S&W Australia’s master asset finance facility was extended by one year to September 29, 2023.

As amended, the consolidated debt facilities under the NAB Finance Agreement provide for up to an aggregate of AUD $49.0 million (USD $32.5 million as of June 30, 2023) of credit and is guaranteed by S&W Seed Company up to a maximum of AUD $15.0 million (USD $9.9 million as of June 30, 2023).

The financing facilities include the following elements as of June 30, 2023:

•

A Seasonal Credit Facility comprised of two facility lines: (i) a Borrowing Base Line having a credit limit of AUD $40.0 million (USD $26.5 million as of June 30, 2023) and (ii) an Overdraft Facility having a credit limit of AUD $2.0 million (USD $1.3 million at June 30, 2023). The interest rate for a drawing denominated in a foreign currency is fixed at the time of drawing and will be the foreign currency fixed lending rate plus a customer margin of 1.65% per annum. As of June 30, 2023, the Borrowing Base Line accrued interest on Australian dollar drawings at 8.21% per annum calculated daily. The Overdraft Facility permits S&W Australia to borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily and is calculated by applying the daily interest rate to the balance owing at the end of the day and is payable monthly in arrears. As of June 30, 2023, the Overdraft Facility accrued interest at 9.47% per annum calculated daily. The Seasonal Credit Facility is secured by a fixed and floating lien over all the present and future rights, property, and undertakings of S&W Australia. As of June 30, 2023, approximately AUD $0.3 million (USD $0.2 million) remained available for use under the NAB Finance Agreement, which had an available borrowing base of AUD $39.4 million (USD $26.1 million). With additional collateral, the available borrowing base can increase by an additional AUD $2.6 million (USD $1.7 million as of June 30, 2023), to a maximum amount of AUD $42.0 million (USD $27.8 million as of June 30, 2023).

•

A flexible rate loan, or the Term Loan, in the amount of AUD $4.0 million (USD $2.6 million at June 30, 2023). Required annual principal payments of AUD $0.5 million on the Term Loan commenced in May 2023, with the remainder of any unpaid balance becoming due on March 31, 2026. Monthly interest amounts outstanding under the Term Loan are payable in arrears at a floating rate quoted by NAB for the applicable pricing period, plus 2.6%. The interest rate as of June 30, 2023 for this was 8.607%. The Term Loan is secured by a lien on all the present and future rights, property and undertakings of S&W Australia.

•

S&W Australia finances certain equipment purchases under a master asset finance facility with NAB. Equipment loans under the master asset finance facility have various maturity dates through 2029, which have interest rates ranging from 2.86% to 6.82%. The total credit limit under the facility is AUD $3.0 million (USD $2.0 million at June 30, 2023). As of June 30, 2023, AUD $1.7 million (USD $1.1 million) was outstanding under S&W Australia’s master asset finance facility.

The October 2022 amendments to the NAB Finance Agreement contained an undertaking requiring the Company to maintain a net related entity position of not more than AUD $25.0 million, and the Company's ability to comply with this undertaking was subject to fluctuations in foreign currency conversion rates outside of the Company's control. Due to fluctuations in foreign currency conversion rates, the Company was not in compliance with this undertaking as of December 31, 2022 and the Company subsequently obtained a waiver from NAB with respect to such non-compliance. On January 11, 2023, the Company further amended the NAB Finance Agreement to change the required net related entity position from AUD $25.0 million to USD $18.5 million. The Company believes that this amendment provides the Company with greater control over compliance with this undertaking. The Company was in compliance with this covenant as of March 31, 2023 and June 30, 2023. The Company was not in compliance with the annual interest cover ratio covenant as of June 30, 2023, but obtained a waiver from NAB with respect to such non-compliance.

AgAmerica Note

On June 20, 2023, the Company entered into a term loan agreement, or the AgAmerica Loan Agreement, with AgAmerica pursuant to which AgAmerica issued a term loan of $4.3 million, or the AgAmerica Term Loan, to the Company and, as security therefor, the Company granted to AgAmerica a mortgage on approximately 31 acres of land located in Lubbock and Moore Counties, Texas, and certain personal property thereon.

The AgAmerica Term Loan is evidenced by a Promissory Note, or the AgAmerica Note, issued by the Company to AgAmerica, pursuant to which the Company agreed to pay AgAmerica the principal sum of $4.3 million, plus any outstanding accrued interest thereon, in full on June 20, 2026, unless otherwise accelerated in accordance with the terms of the AgAmerica Loan Agreement and the AgAmerica Note. Interest will accrue at a rate per annum equal to 4.85% plus the Term SOFR Rate, defined as the forward-looking term rate based on the secured overnight financing rate, or SOFR, computed based on the actual number of days elapsed divided by a 360-day year. The annual interest rate as of June 30, 2023 was 9.94%. Interest payments are due quarterly in arrears, commencing on June 20, 2023, and on the last day of each quarter thereafter, unless otherwise accelerated in accordance with the terms of the AgAmerica Loan Agreement or the AgAmerica Note. AgAmerica may collect a late charge of 5.0% of any installment of principal or interest which is not paid within 10 days of the due date thereof. In addition, any delinquent principal and installments of interest not paid within 30 days of the due date thereof will bear interest beginning on the 31st day from the applicable due date at a rate equal to 5.0% per annum above the interest rate. The Company may prepay the AgAmerica Term Loan prior to maturity, subject to a prepayment premium equal to 1.0% of the prepaid principal amount, subject to certain exceptions.

The AgAmerica Loan Agreement contains certain customary representations and warranties, events of default, and affirmative and negative covenants, including (among others) limitations with respect to liens, fundamental changes, asset sales and formation and acquisition of subsidiaries, subject to certain exceptions. Upon the occurrence of an event of default, and subject to certain cure periods, AgAmerica may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the AgAmerica Loan Agreement and the AgAmerica Note, as applicable, provided that in the event of bankruptcy, all such amounts shall automatically become due and payable.

Rooster Note

In November 2017, the Company entered into a secured note financing transaction, or the Loan Transaction, with Conterra Agricultural Capital, LLC, or Conterra, for $12.5 million in gross proceeds. Pursuant to the Loan Transaction, the Company issued secured notes to Conterra in the principal amounts of $2.1 million, which was repaid in full in fiscal 2019. The Company also issued to Conterra a secured note of $10.4 million, which was subsequently endorsed to Rooster Capital LLC, or the Rooster Note. The Rooster Note bore interest at 7.75% per annum and was secured by a first priority security interest in the property, plant and fixtures located at the Company's Nampa, Idaho production and research facilities. Through June 30, 2021, the Company made payments in reduction of the principal balance totaling approximately $3.1 million, and further principal payments of $0.4 million and $0.4 million during the year ended June 30, 2022 and the six months ended December 31, 2022, respectively.

During the year ended June 30, 2023, the Rooster Note was amended as follows:

•

on September 22, 2022, the Company entered into an amendment to extend the Rooster Note’s maturity date to December 23, 2022; and

•

on December 23, 2022, the Company entered into an amendment to the Rooster Note that (i) increased the interest rate on the Rooster Note from 7.75% to 9.25% per annum and (ii) extended the maturity date of the Rooster Note from December 23, 2022 to March 1, 2023.

On February 6, 2023, Shell paid off the approximately $6.6 million of outstanding principal and accrued interest on the Rooster Note in connection with the Vision Bioenergy partnership (see Note 7).

MFP Loan Agreement

On September 22, 2022, the Company’s largest stockholder, MFP Partners, L.P., or MFP, provided a letter of credit issued by JPMorgan Chase Bank, N.A. for the account of MFP, with an initial face amount of $9.0 million, or the MFP Letter of Credit, for the benefit of CIBC, as additional collateral to support the Company’s obligations under the CIBC Loan Agreement. The MFP Letter of Credit initially matured on January 23, 2023, one month after the

maturity date of the existing CIBC Loan Agreement. Concurrently, on September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement, or the MFP Loan Agreement, with MFP, pursuant to which any draw CIBC may make on the MFP Letter of Credit will be deemed to be a term loan advance made by MFP to the Company. The MFP Loan Agreement initially provided for up to $9.0 million of term loan advances.

Concurrent with the October 28, 2022, amendment to the CIBC Loan Agreement (as described above), MFP amended the MFP Letter of Credit to increase the face amount from $9.0 million to $12.0 million, and the MFP Loan Agreement was amended to increase the maximum amount of term loan advances available to the Company from $9.0 million to $12.0 million. In connection with the December 23, 2022 amendment to the CIBC Loan Agreement, MFP amended the MFP Letter of Credit, extending the maturity date from January 23, 2023 to April 30, 2023. In connection with the Company’s entry into the Amended CIBC Loan Agreement, MFP further amended letter of credit to increase the maximum amount of term loan advances to $13.0 million and extend the maturity date to September 30, 2024.

As amended, the MFP Loan Agreement will mature on March 30, 2025. Pursuant to the MFP Loan Agreement, the Company accrued a cash fee to be paid to MFP equal to 3.50% per annum on all amounts remaining undrawn under the MFP Letter of Credit. In the event any term advances are deemed made under the MFP Loan Agreement, such advances will bear interest at a rate per annum equal to term SOFR (with a floor of 1.25%) plus 9.25%, 50% of which will be payable in cash on the last day of each fiscal quarter and 50% of which will accrue as payment in kind interest payable on the maturity date, unless, with respect to any quarterly payment date, the Company elects to pay such interest in cash. Concurrent with the March 22, 2023 amendment to the CIBC Loan Agreement, the Company entered into a Third Amendment to Subordinate Loan and Security Agreement with MFP, or MFP Amendment, to (i) increase the aggregate amount of cash advances permitted from $12.0 million to $13.0 million; (ii) increase the cash fee payable to MFP on all amounts remaining undrawn under the Letter of Credit from 3.50% to 4.25% per annum; (iii) provide for the issuance of the MFP Warrant to MFP (see Note 9); and (iv) reflect the extension of the maturity date of the Letter of Credit to September 30, 2024.

The MFP Loan Agreement, as amended, includes customary affirmative and negative covenants and events of default and is secured by substantially all of the Company’s assets and is subordinated to the CIBC Loan Agreement. Upon the occurrence and during the continuance of an event of default, MFP may declare all outstanding obligations under the MFP Loan Agreement immediately due and payable and take such other actions as set forth in the MFP Loan Agreement.

Maturities of Long-Term Debt

The annual maturities of long-term debt, excluding finance lease liabilities, are as follows:


Fiscal Year	Amount
2024	$	3,522,579
2025		75,904
2026		4,309,914
Total	$	7,908,397

NOTE 9 - INCOME TAXES

Income (loss) before income taxes consists of the following:


	Years Ended June 30,
	2023			2022
United States	$	20,631,632		$	(37,346,576	)
Foreign		(5,707,581	)		1,437,493
Income (loss) before income taxes	$	14,924,051		$	(35,909,083	)

Significant components of the provision for income taxes from continuing operations are as follows:


	Years Ended June 30,
	2023			2022
Current:
State		12,431			301
Foreign		42,480			266,129
Total current provision		54,911			266,430
Deferred:
Federal		—			(1	)
Foreign		(818,550	)		146,994
Total deferred provision		(818,550	)		146,993
Provision for (benefit from) income taxes	$	(763,639	)	$	413,423

The differences between the total calculated income tax provision and the expected income tax computed using the U.S. federal income tax rate are as follows:


	Years Ended June 30,
	2023			2022
Tax benefit at statutory tax rate	$	3,134,080		$	(7,540,908	)
State benefit, net of federal benefit		388,572			(493,262	)
Estimated GILTI Inclusion		267,352			—
Federal and state research credits - current year		67,144			(390,235	)
Other permanent differences		(187,808	)		184,725
Foreign rate differential		(521,188	)		420,829
Goodwill impairment		—			549,577
Valuation allowance		(5,371,275	)		7,573,300
Transfer Pricing Adjustments		1,380,810			—
Stock Compensation		266,127			—
Equity method investments		(277,952	)		—
Other		90,499			109,397
Provision for (benefit from) income taxes	$	(763,639	)	$	413,423

Significant components of the Company's deferred tax assets and liabilities are as follows:


	2023			2022
Deferred tax assets:
Net operating loss carry forwards	$	21,170,710		$	22,815,372
Tax credit carryforwards		2,184,461			1,388,106
Allowance for bad debts		1,184,158			1,216,187
Goodwill		1,688,905			1,597,873
Lease liability		880,955			1,187,090
Interest expense carryforwards		1,446,422			1,144,535
Other, net		2,588,490			1,756,460
Total deferred tax assets		31,144,101			31,105,623
Valuation allowance for deferred tax assets		(22,061,576	)		(27,437,845	)
Deferred tax assets, net of valuation allowance		9,082,525			3,667,778
Deferred tax liabilities:
ROU lease asset		(903,508	)		(1,226,879	)
Equity method investments		(4,620,682	)		—
Intangible assets		(1,910,044	)		(1,381,955	)
Fixed assets		(1,160,228	)		(1,382,821	)
Total deferred tax liabilities		(8,594,462	)		(3,991,655	)
Net deferred tax asset (liability)	$	488,063		$	(323,877	)

The Company recognizes federal and state current tax liabilities or assets based on its estimate of taxes payable to or refundable from tax authorities in the current fiscal year. The Company also recognizes federal and state deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carryforwards. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. Based on projections of taxable income, the Company had previously determined that it is more likely than not that the deferred tax assets in the United States and South Africa will not be realized. The Company also previously determined that the deferred tax assets related to certain Australian intangible assets more likely than not would not be realized. Accordingly, a valuation allowance was recorded against the net deferred tax assets in the United States and South Africa and a partial valuation allowance was recorded to Australian deferred tax assets. The valuation allowance decreased by approximately $5.4 million for the year ended June 30, 2023, related primarily to tax loss carryforwards utilized in the United States in the current year to offset taxable gain related primarily to the Vision Bioenergy transaction.

As of June 30, 2023, the Company had federal and state net operating loss carryovers of approximately $92.5 million and $32.1 million, respectively. Federal net operating losses generated after June 30, 2018 can be carried forward indefinitely, which represented $72.8 million of this total. The remaining balance will begin to expire June 30, 2031, unless utilized.

The U.S. Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on a corporation's ability to utilize net operating loss carryovers, or NOLs, if it experiences an ownership change as defined in Section 382. In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. In the event that an ownership change has occurred, or were to occur, utilization of the Company’s NOLs would be subject to an annual limitation under Section 382 as determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in the Internal Revenue Code. Any unused annual limitation may be carried over to later years. The Company could experience an ownership change under Section 382 as a result of events in the past in combination with events in the future. If so, the use of the Company’s NOLs, or a portion thereof, against future taxable income may be subject to an annual limitation under Section 382, which may result in expiration of a portion of the NOLs before utilization. To the extent our use of net operating loss carryforwards is significantly limited under the rules of Section 382, our income could be subject to U.S. corporate

income tax earlier than it would if we were able to use net operating loss carryforwards, which could result in lower profits. Any carryforwards that expire prior to utilization as a result of such limitations will be removed, if applicable, from deferred tax assets with a corresponding reduction of the valuation allowance. As of June 30, 2023, $17.1 million of our Federal net operating losses are subject to annual limitations under Section 382.

The Company has federal research credits of $1.4 million which will expire June 30, 2031, unless utilized. As of June 30, 2023, the Company has Australian non-refundable research and development credits of $0.7 million that can be carried forward indefinitely. The Company also has foreign tax credits of $0.2 million which began expiring on June 30, 2023. The Company has state research credits of $25,089 that do not expire. In addition, the Company has $6.6 million of Section 163(j) interest limitation carryovers as of June 30, 2023 that can be carried forward indefinitely.

As of June 30, 2023, the Company has not provided for foreign withholding and deferred income taxes on approximately $2.3 million of undistributed earnings of its foreign subsidiaries, as these earnings are considered indefinitely reinvested outside of the United States. A determination of the unrecognized deferred taxes is not practicable. The Company does not plan to repatriate any earnings that are currently located in its foreign subsidiaries as of June 30, 2023.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes.

The following table summarized the activity related to our unrecognized tax benefits:


	Years Ended June 30,
	2023			2022
Beginning Balance	$	77,350		$	79,341
Other		(431	)		(1,991	)
Ending Balance	$	76,919		$	77,350

The Company has approximately $0.1 million of unrecognized tax benefits related to prior year tax positions as of June 30, 2023. Included in the unrecognized tax benefits was approximately $0.1 million of tax benefits that, if recognized, would reduce our annual effective tax rate, if the Company were not in a valuation allowance position. However, due to the valuation allowance in the United States, there would be no impact to the annual effective tax rate if the tax benefits were recognized.

The Company's policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. The Company has not accrued interest and penalties associated with uncertain tax positions as of June 30, 2023 and 2022. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

NOTE 10 - FOREIGN CURRENCY CONTRACTS

The Company’s subsidiary, S&W Australia, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts had a notional value of $9,561,155 at June 30, 2023 and their maturities range from July 2023 to October 2023.

The Company records an asset or liability on the consolidated balance sheets for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled $849,033 and $996,106 at June 30, 2023 and 2022, respectively. The Company recorded a gain on foreign exchange contracts of $123,703 for the year ended June 30, 2023 and a loss on foreign exchange contracts of $958,373 for the year ended June 30, 2022, which are reflected in cost of revenue on the consolidated statements of operations.

In June 2023, the Company acquired foreign currency options with a total notional amount of $7.4 million. The strike prices on the transaction dates and as of June 30, 2023 were above the market price, so the options had no intrinsic value. Option premiums of $5,891 are reflected within Prepaid expenses and other current assets on the consolidated balance sheets as of June 30, 2023.

The Company's accounting policies for foreign currency contracts and options are found in Note 2 under the section titled "Derivative Financial Instruments."

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Contingencies

Based on information currently available, management is not aware of any other matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Legal Matters

The Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Any current litigation is considered immaterial and counter claims have been assessed as remote.

NOTE 12 - EQUITY

ATM Common Stock Sales

On September 23, 2020, the Company entered into an At Market Issuance Sales Agreement, or the ATM Agreement, with B. Riley Securities, Inc., or B. Riley, under which the Company may offer and sell from time to time, at its sole discretion, shares of its common stock having an aggregate offering price of up to $14.0 million through B. Riley as its sales agent. The Company agreed to pay B. Riley a commission of 3.5% of the gross proceeds of the sales price per share of any common stock sold through B. Riley under the ATM Agreement. On September 27, 2021, the Company entered into an amendment to the ATM Agreement, under which the aggregate offering price was increased from $14.0 million to $17.1 million.

On May 17, 2022, the Company amended the ATM Agreement to having an aggregate offering price of $24.6 million. For the year ended June 30, 2022, the Company received gross proceeds of approximately $7.4 million from the sale of 3,655,136 shares of its common stock pursuant to the ATM agreement.

For the year ended June 30, 2023, the Company received gross proceeds of approximately $0.2 million from the sale of 102,455 shares of its common stock pursuant to the ATM Agreement. As of June 30, 2023, the Company had $6.2 million remaining available to sell under the ATM Agreement.

MFP Warrants

On September 22, 2022, the Company entered into a Subordinate Loan and Security Agreement, or the MFP Loan Agreement, with MFP, pursuant to which any draw CIBC may make on the MFP Letter of Credit will be deemed to be a term loan advance made by MFP to the Company (see Note 8). Pursuant to the terms and conditions of the MFP Loan agreement, on September 22, 2022, the Company issued to MFP a warrant, or Initial Warrant, to purchase up to 500,000 shares of the Company’s common stock, or Initial Warrant Shares, at $1.60 per share. The Initial Warrant expires five years from its issue date, or September 22, 2027.

In connection with the October 28, 2022 and December 22, 2022 amendments to the MFP Letter of Credit, the Company issued to MFP additional warrants to purchase 166,700 and 666,700 shares of the Company’s common stock, respectively, at an exercise price of $1.60 per warrant share. The warrants will each expire five years from the date of issuance.

In connection with the MFP Amendment, on March 22, 2023, the Company issued to MFP a warrant to purchase 1,300,000 shares of the Company’s common stock at an exercise price of $2.15 per MFP warrant share. The warrants will expire five years from the date of issuance.

In total, warrants to purchase 2,633,400 shares of the Company’s common stock were issued to MFP in connection with the MFP Loan Agreement, or MFP Warrants, during the year ended June 30, 2023. The stated purchase prices of all of the MFP Warrants are subject to adjustment in connection with any stock dividends and splits, distributions with respect to common stock and certain fundamental transactions as described in the MFP Warrant. The MFP Warrants were valued using the Black-Scholes-Merton model as of the respective issue dates and recorded as financial commitment assets within Prepaid expenses and other current asset on the consolidated balance sheets. The MFP Warrants financial commitment assets are amortized on a straight-line basis over the period from their initial issue dates through the end of the related MFP Letter of Credit commitment periods. During the year ended June 30, 2023, an aggregate value of $1,894,901 related to the MFP Warrants was capitalized, of which $860,758 was amortized as interest expense.

MFP is the Company’s largest shareholder. One of the Company’s directors, Alexander C. Matina, is Vice President and Portfolio Manager of MFP Investors LLC, the general partner of MFP.

NOTE 13 - EQUITY-BASED COMPENSATION

Equity Incentive Plans

In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan, or as amended and/or restated from time to time, the 2009 Plan. The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares. In September 2015 and December 2015, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 2,450,000 shares.

In December 2018 and January 2019, the Company's Board of Directors and stockholders, respectively, approved the 2019 Equity Incentive Plan, or the 2019 Plan, as a successor to and continuation of the 2009 Plan. In October 2020 and December 2020, the Company’s Board of Directors and stockholders approved, respectively, the amendment to the 2019 Plan to increase the number of shares available for issues as grants and awards by 4,000,000 shares. Subject to adjustment for certain changes in the Company's capitalization, the aggregate number of shares of the Company's common stock that may be issued under the 2019 Plan, as amended, will not exceed 8,243,790 shares, which is the sum of (i) 4,000,000 new shares, (ii) 2,750,000 additional shares that were reserved as of the effective date of the 2019 Plan, (iii) 350,343 shares (the number of unallocated shares that were available for grant under the 2009 Plan as of January 16, 2019, the effective date of the 2019 Plan), plus (iv) 1,143,447 shares, which is the number of shares subject to outstanding stock awards granted under the 2009 Plan that on or after the effective

date of the 2019 Plan may expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to us, or are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award.

The term of incentive stock options granted under the Company’s equity incentive plans may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the Company’s equity incentive plans must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period.

The Company utilizes a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, volatility of the Company's common stock and estimated forfeiture rates to estimate the fair value of employee option grants.

Weighted average assumptions used in the Black-Scholes-Merton model are set forth below:


	June 30,
	2023		2022
Risk free rate	2.9% - 4.4%		0.8% - 2.8%
Dividend yield		—		—
Volatility	64.7% - 66.1%		61.7% - 64.7%
Forfeiture rate	9.1%		3.2%

Stock Options

During the year ended June 30, 2023, the Company granted 1,389,675 options to its directors, certain members of the executive management team and other employees at exercise prices ranging from $0.81 - $1.89. These options vest in either quarterly or annual periods over one to three years, and expire ten years from the date of grant.

A summary of stock option activity for the years ended June 30, 2023 and 2022 is presented below:


	Number of Options			Weighted - Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2021		3,776,568		$	2.65		8.0	$	3,962,766
Granted		994,725			2.63
Exercised		(38,774	)		2.33
Canceled/forfeited/expired		(95,419	)		2.82
Outstanding at June 30, 2022		4,637,100		$	2.64		6.6	$	—
Granted		1,389,675			1.25
Exercised		(2,100	)		0.95
Canceled/forfeited/expired		(947,707	)		2.84
Outstanding at June 30, 2023		5,076,968		$	2.23		7.1	$	292,079

Options vested and exercisable at June 30, 2023		3,685,678		$	2.47		6.3	$	59,669
Options vested and expected to vest as of June 30, 2023		5,066,581		$	2.23		7.1	$	289,227

The weighted average grant date fair value of options granted and outstanding at June 30, 2023 was $0.69. As of June 30, 2023, the Company had $944,925 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 Plan, which will be recognized over the weighted average

remaining service period of 1.47 years. The Company settles employee stock option exercises with newly issued shares of common stock.

Restricted Stock Units

During the years ended June 30, 2023 and 2022, the Company issued 534,628 and 304,421 restricted stock units to its directors, certain members of the executive management team, and other employees. The restricted stock units have varying vesting periods ranging from immediate vesting to quarterly or annual installments over one to three years. The fair value of the awards during the years ended June 30, 2023 and 2022 totaled $608,618 and $846,080, respectively, and was based on the closing stock price on the date of grants.

The Company recorded $1,932,416 and $982,422 of stock-based compensation expense associated with grants of restricted stock units during the years ended June 30, 2023 and 2022, respectively. A summary of activity related to non-vested restricted stock units is presented below:


	Number of Nonvested Restricted Stock Units			Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Life (Years)
Nonvested restricted units outstanding at June 30, 2021		361,570		$	2.51		1.3
Granted		304,421			2.78		—
Vested		(391,036	)		2.62		—
Forfeited		(7,036	)		2.35		—
Nonvested restricted units outstanding at June 30, 2022		267,919		$	2.66		1.2
Granted		534,628			1.14		1.5
Vested		(353,649	)		2.22		—
Forfeited		(8,750	)		2.50		—
Nonvested restricted units outstanding at June 30, 2023		440,148		$	1.17		1.4

As of June 30, 2023, the Company had $362,281 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of 1.43 years.

As of June 30, 2023, there were 1,646,522 shares available under the 2019 Plan for future grants and awards.

Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the years ended June 30, 2023 and 2022, totaled $1,932,415 and $2,267,186, respectively.

NOTE 14 - SERIES B CONVERTIBLE PREFERRED STOCK

On February 18, 2022, the Company entered into a Securities Purchase Agreement, or the Purchase Agreement, with MFP, pursuant to which the Company sold and issued to MFP, in a private placement, 1,695 shares of its Series B Redeemable Convertible Non-Voting Preferred Stock, par value $0.001 per share, or the Series B Preferred Stock, and an accompanying warrant, or the Warrant, to purchase up to 559,350 shares of the Company’s common stock, or the Common Stock, par value $0.001 per share, at a combined unit price of $2,950 per share, or the Stated Value, for aggregate gross proceeds of approximately $5.0 million.

The Warrant first becomes exercisable on the date that is six months after the date of issuance, at an exercise price of $5.00 per share (subject to adjustment in connection with any stock dividends and splits, distributions with respect to Common Stock and certain fundamental transactions as described in the Warrant) and will expire five years from the date it first becomes exercisable.

The Series B Preferred Stock is initially convertible into shares of Common Stock at the rate of 1,000 shares of Common Stock per share of Series B Preferred Stock, at any time at the option of the holder of such shares, subject to the following limitations: (i) unless a holder was a stockholder of the Company as of February 18, 2022 (in which case such limitation shall not apply), the Company shall not effect any conversion of Series B Preferred Stock to the extent that, after giving effect to an attempted conversion, such holder, together with its affiliates, would beneficially own a number of shares of Common Stock in excess of 4.99% of the total number of shares of Common Stock outstanding immediately after giving effect to the issuance of such shares, which limit may be decreased or increased (not to exceed 19.99%) upon written notice to the Company, with any increase not becoming effective

until at least 61 days after such notice; (ii) a holder may not acquire shares of Common Stock upon conversion of Series B Preferred Stock if such conversion would result in the total number of shares of Common Stock issued or issuable upon conversion or exercise of the securities issued pursuant to the Purchase Agreement to exceed 7,777,652 shares, or 19.99% of the outstanding shares of Common Stock as of the date of the Purchase Agreement; and (iii) to the extent Nasdaq Listing Rule 5635(c) is applicable or deemed applicable to a holder, such holder may not acquire shares of Common Stock upon conversion of Series B Preferred Stock that would exceed the maximum number of all shares of Common Stock that could be issued by the Company to such holder without requiring stockholder approval pursuant to Nasdaq Listing Rule 5635(c). Upon receiving shareholder approval of a proposal to be submitted to the shareholders of the Company for the purpose of approving the transactions contemplated by the Purchase Agreement, pursuant to Nasdaq Listing Rules 5635(a), (c) and (d), the foregoing limitations in (ii) and (iii) above shall no longer have any force or effect.

Pursuant to the Purchase Agreement, the Company agreed to use its reasonable best efforts to solicit the approval of its shareholders for the issuance of all shares of Common Stock otherwise issuable upon the conversion of the Series B Preferred Stock, or the Requisite Approval, at the next annual meeting of the Company’s shareholders, and at each annual meeting of shareholders thereafter, if necessary, until the Requisite Approval is obtained.

A holder of Series B Preferred Stock is entitled to receive cumulative cash dividends of 5% per annum, payable semi-annually in arrears on the last day of March and September of each calendar year. In lieu of paying such cash dividends, the Company may elect to add an amount to the Stated Value, provided that the dividend rate shall be 7% per annum, calculated semi-annually in arrears on the last day of March and September of each calendar year. A holder of Series B Preferred Stock is also entitled to receive any dividend declared and paid to holders of the Common Stock as if such Series B Preferred Stock had been converted into Common Stock. In addition, a holder of Series B Preferred Stock is entitled to a liquidation preference equal to the greater of (i) the Stated Value, plus any cash dividends accrued but unpaid thereon, and (ii) the payment such holder would have received had the Series B Preferred Stock been converted into shares of Common Stock immediately prior to such liquidation event.

Unless prohibited by Nevada law governing distributions to stockholders, the Series B Preferred Stock is redeemable, at any time after August 18, 2025, upon written request from the holders of a majority of the outstanding shares of Series B Preferred Stock, at a price equal to the Stated Value, plus any cash dividends accrued but unpaid thereon.

The Series B Preferred Stock is non-voting except with respect to certain matters affecting the Series B Preferred Stock. In addition, the approval of a majority of the outstanding shares of Series B Preferred Stock is required if after February 18, 2022, the Company seeks to issue Common Stock, pursuant to the Sales Agreement, dated September 27, 2021, between the Company and B. Riley Securities, for cumulative gross proceeds in excess of $6.2 million.

Since the holder has the option to redeem their shares of Series B Preferred Stock at any time after August 18, 2025, the stock is considered contingently redeemable and, accordingly, is classified as temporary equity on the consolidated balance sheets as of June 30, 2023. Over the initial 42-month term the $4,638,521 relative fair value of the Series B Preferred Stock will be accreted to its redemption value of $5,000,250. As of June 30, 2023, the Company has recognized $142,107 accretion of discount for warrants. Dividends will be accrued and recognized through retained earnings. As of June 30, 2023, $493,520 in dividends has been accrued.

The following summarizes changes to our Series B Preferred Stock:


Balance at June 30, 2021	$	—
Issuance of preferred stock		4,638,521
Dividends accrued		127,541
Accretion of discount for warrants		38,757
Balance at June 30, 2022	$	4,804,819
Dividends accrued		365,979
Accretion of discount for warrants		103,350
Balance at June 30, 2023	$	5,274,148

NOTE 15 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS

The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the years ended June 30, 2023 and 2022, respectively.


	Years Ended June 30,
	2023			2022
Non-cash investing activities:
ROU assets financed by lease liabilities	$	680,703		$	369,574
Consideration received from Shell for equity interest in Vision Bioenergy:
Settlement of long-term debt principal, interest and other related costs		6,860,838			—
Note receivable		5,747,127			—
Membership purchase option		695,000			—
Contribution of property, plant and equipment and inventory to Vision Bioenergy for equity interest		(5,532,694	)		—
Contribution of intangible assets to Trigall in exchange for equity investment and promissory note		(1,750,000	)		—
Non-cash financing activities:
Warrants issued for financial commitment asset		1,894,901			—
Dividends accrued for participating securities		365,979			127,541
Accretion of discount for Series B preferred stock warrants		103,350			38,757

NOTE 16 - SUBSEQUENT EVENTS

On September 25, 2023, the Company entered into a First Amendment to the Amended and Restated Loan and Security Agreement, or the Loan Amendment, with CIBC, which amended the Amended and Restated Loan and Security Agreement, dated March 22, 2023, or the CIBC Loan Agreement, by and among the Company, as borrower, and CIBC, as administrative agent and sole lead arranger. The Loan Amendment, among other things, (i) waived certain events of default under the CIBC Loan Agreement, (ii) eliminated the minimum EBITDA and fixed charge coverage ratio covenants for the period ending of June 30, 2024, (iii) increased the applicable interest rate margin on advances under the CIBC Loan Agreement by 0.5% per annum (i.e. from 2.0% to 2.5% per annum), and (iv) added a fee of $75,000 payable by the Company to CIBC on the date of the Loan Amendment. Except as modified by the Loan Amendment, all terms and conditions of the CIBC Loan Agreement remain in full force and effect.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

The following documents are filed as part of this Annual Report on Form 10-K:

(1)

Financial Statements:

Reference is made to the Index to Consolidated Financial Statements of S&W Seed Company under Item 8 in Part II of this Form 10-K.

(2)

Financial Statement Schedules:

Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or notes thereto.

(3)

Exhibits:

The information required by this Section (a)(3) of Item 15 is incorporated by reference or filed with this report as set forth on the exhibit index that follows below.

(b)

Exhibits

INDEX TO EXHIBITS


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	SEC File Number	Exhibit Number	Filing Date	Filed Herewith

2.1	Asset Purchase Agreement by and between Novo Advisors, solely in its capacity as the receiver for, and on behalf of, Chromatin, Inc., dated September 14, 2018	10-K	001-34719	2.9	9/20/18

2.2	Share Sale Agreement by and among S&W Seed Company Australia Pty Ltd, a wholly owned subsidiary of the Registrant, Ann Elizabeth Damin and Robert Damin, dated February 18, 2020	10-Q	001-34719	10.1	5/14/20

3.1	Registrant’s Articles of Incorporation, as amended	10-Q	001-34719	3.1	2/11/21

3.2	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock	8-K	001-34719	3.1	2/23/22

3.3	Registrant’s Third Amended and Restated Bylaws	8-K	001-34719	3.1	6/26/23

4.1	Reference is made to Exhibits 3.1, 3.2 and 3.3

4.2	Form of Common Stock Certificate	S-3	333-219726	4.3	8/4/17

4.3	Description of Common Stock	10-K	001-34719	4.3	9/23/20

4.4	Form of Warrant issued on February 18, 2022	8-K	001-34719	4.1	2/23/22

4.5	Common Stock Purchase Warrant issued to MFP Partners, L.P. on September 22, 2022	10-Q	001-34719	4.4	11/14/22

4.6	Common Stock Purchase Warrant issued to MFP Partners, L.P. on October 28, 2022	10-Q	001-34719	4.5	2/13/23

4.7	Common Stock Purchase Warrant issued to MFP Partners, L.P. on December 22, 2022	10-Q	001-34719	4.6	2/13/23

4.8	Common Stock Purchase Warrant issued to MFP Partners, L.P. on March 22, 2023	10-Q	001-34719	4.7	5/11/23

10.1

Form of Indemnification Agreement with Officers, Directors and Employees of the Registrant and Subsidiaries

8-K

001-34719

10.1

7/24/14

10.2*

Amended and Restated 2009 Equity Incentive Plan as amended through Amendment No. 2, forms of Stock Option Grant and Agreement, Restricted Stock Unit Grant and Restricted Stock Award

10-K

001-34719

10.34

9/28/15

10.3*

S&W Seed Company 2019 Equity Incentive Plan, as amended (the “Plan”)

8-K

001-34719

10.1

12/18/20

10.4*

Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise under the Plan.

S-8

333-229625

99.2

2/12/19

10.5*
 

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Plan.

S-8

333-229625

99.3

2/12/19

10.6*

Employment Agreement between the Registrant and Mark W. Wong, dated September 27, 2021

10-K

001-34719

10.16

9/28/22

10.7*

Employment Agreement between the Company and Donald Panter, dated September 27, 2021

10-K

001-34719

10.17

9/28/22

10.8*

Employment Agreement by and between the Registrant and Elizabeth Horton, dated November 13, 2021

10-Q

001-34719

10.2

2/10/22

10.9†

Collaboration Agreement between the Registrant and Calyxt, Inc., dated May 28, 2015 and entered into by the Registrant on June 3, 2015 

10-K

001-34719

10.39

9/28/15

10.10

Secured Promissory Notes issued by the Registrant in favor of Conterra Agricultural Capital, LLC, dated November 30, 2017 and related documents

10-Q

001-34719

10.5

2/8/18

10.11

Sale and Lease Agreement by and between the Registrant and American AgCredit, dated July 9, 2018

10-K

001-34719

10.73

9/20/18

10.12††

Loan and Security Agreement by and among the Registrant, Seed Holding, LLC, Stevia California, LLC, and CIBC Bank USA, dated December 26, 2019

10-Q

001-34719

10.1

2/12/20


10.13	First Amendment to Loan and Security Agreement by and among the Registrant, Seed Holding, LLC, Stevia California, LLC, and CIBC Bank USA, dated September 22, 2020	10-K	001-34719	10.27	9/23/20

10.14	Amendment to Note between the Registrant and Rooster Capital LLC, dated December 24, 2019	10-Q	001-34719	10.2	2/12/20

10.15	Business Letter of Offer between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd, dated February 17, 2020	10-K	001-34719	10.29	9/23/20

10.16	Business Letter of Offer between National Australia Bank Limited and Pasture Genetics Pty Ltd, dated February 17, 2020	10-K	001-34719	10.30	9/23/20

10.17	Business Letter of Offer between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd, dated May 28, 2020	10-Q	001-34719	10.2	11/12/20

10.18	Second Amendment to Loan and Security Agreement, dated December 30, 2020, by and among the Registrant, Seed Holding, LLC, Stevia California, LLC and CIBC Bank USA.	10-Q	001-34719	10.2	2/11/21

10.19	Business Letter of Variation between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd, dated March 8, 2021.	10-Q	001-34719	10.1	5/13/21

10.20	Third Amendment to Loan and Security Agreement, dated May 13, 2021, by and among the Registrant, Seed Holding, LLC, Stevia California, LLC and CIBC Bank USA.	10-Q	001-34719	10.2	5/13/21

10.21	Fourth Amendment to Loan and Security Agreement, dated September 24, 2021, by and among the Registrant, Seed Holdings, LLC, Stevia California, LLC and CIBC Bank USA	10-K	001-34719	10.37	9/28/22

10.22	Finance Agreement by and between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd, dated October 14, 2021	10-Q	001-34719	10.1	2/10/22

10.23	Securities Purchase Agreement, dated February 18, 2022, by and among the Registrant and MFP Partners, L.P. (“MFP”)	8-K	001-34719	10.1	2/23/22



10.24	Registration Rights Agreement, dated February 18, 2022, by and among the Registrant and MFP	8-K	001-34719	10.2	2/23/22

10.25	Fifth Amendment to Loan and Security Agreement, dated May 13, 2022, by and among the Registrant, Seed Holding, LLC, Stevia California, LLC and CIBC Bank USA	10-Q	001-34719	10.3	5/16/22

10.26	Irrevocable Standby Letter of Credit, dated September 21, 2022, issued by JPMorgan Chase Bank, N.A. in favor of CIBC Bank USA for the account of the Registrant	10-Q	001-34719	10.1	11/14/22

10.27	Subordinate Loan and Security Agreement, dated September 22, 2022, by and between the Registrant and MFP Partners, L.P.	10-Q	001-34719	10.2	11/14/22

10.28	Sixth Amendment to Loan and Security Agreement, dated September 22, 2022, by and among the Registrant, Seed Holding, LLC, Stevia California, LLC and CIBC Bank USA.	10-Q	001-34719	10.3	11/14/22

10.29	Second Amendment to Note, dated September 22, 2022, by and between the Registrant and Rooster Capital LLC.	10-Q	001-34719	10.4	11/14/22

10.30	Amendment and Restatement Deed, dated October 18, 2022, by and between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd.	10-Q	001-34719	10.1	2/13/23

10.31	Amendment Deed, dated October 21, 2022, by and between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd.	10-Q	001-34719	10.2	2/13/23

10.32	Seventh Amendment to Loan and Security Agreement, dated October 28, 2022, by and among S&W Seed Company, Seed Holding, LLC, Stevia California, LLC and CIBC Bank USA.	10-Q	001-34719	10.3	2/13/23

10.33	First Amendment to Subordinate Loan and Security Agreement, dated October 28, 2022, by and between S&W Seed Company and MFP Partners, L.P.	10-Q	001-34719	10.4	2/13/23


10.34	Eighth Amendment to Loan and Security Agreement, dated December 23, 2022, by and among S&W Seed Company, Seed Holding, LLC, Stevia California, LLC and CIBC Bank USA.	10-Q	001-34719	10.5	2/13/23

10.35	Second Amendment to Subordinate Loan and Security Agreement, dated December 22, 2022, by and between S&W Seed Company and MFP Partners, L.P.	10-Q	001-34719	10.6	2/13/23

10.36	Third Amendment to Note, dated December 23, 2022, by and between S&W Seed Company and Rooster Capital LLC.	10-Q	001-34719	10.7	2/13/23

10.37*	S&W Seed Company Non-Employee Director Compensation Policy	10-Q	001-34719	10.8	2/13/23

10.38††+	Contribution and Membership Interest Purchase Agreement, dated February 6, 2023, by and between S&W Seed Company and Equilon Enterprises LLC (dba Shell Oil Products US)	8-K	001-34719	10.1	2/7/23

10.39+	Amended and Restated Loan and Security Agreement, dated March 22, 2023, by and among S&W Seed Company and CIBC Bank USA	10-Q	001-34719	10.2	5/11/23

10.40	Third Amendment to Loan and Security Agreement, dated March 22, 2023, by and among S&W Seed Company and MFP Partners, L.P.	10-Q	001-34719	10.3	5/11/23

10.41	Amendment Deed, dated January 11, 2023, by and between National Australia Bank Limited and S&W Seed Company Australia Pty Ltd.	10-Q	001-34719	10.4	5/11/23

10.42	Term Loan Agreement, by and between the Company and AgAmerica, dated June 20, 2023	8-K	001-34719	10.1	6/26/23

10.43	Promissory Note, dated June 20, 2023, issued by the Company to AgAmerica	8-K	001-34719	10.2	6/26/23

10.44*	Separation Agreement by and between the Registrant and Donald Panter, dated February 6, 2023	10-K	001-34719	10.44	9/27/2023

10.45*	Employment Agreement by and between the Registrant and Vanessa Baughman, dated April 26, 2023	10-K	001-34719	10.45	9/27/2023

10.46*

Employment Agreement by and between the Registrant and Mark Herrmann, dated June 26, 2023

10-K

001-34719

10.46

9/27/2023

10.47*

Separation Agreement by and between the Registrant and Mark W. Wong, dated August 18, 2023

10-K

001-34719

10.47

9/27/2023

10.48*

Employment Extension Letter by and between the Registrant and Vanessa Baughman, dated September 25, 2023

10-K

001-34719

10.48

9/27/2023

10.49

First Amendment to Amended and Restated Loan and Security Agreement, dated September 25, 2023, by and among S&W Seed Company and CIBC Bank USA

10-K

001-34719

10.49

9/27/2023

21.1

Subsidiaries of the Registrant

10-K

001-34719

21.1

9/27/2023

23.1

Consent of Independent Registered Public Accounting Firm

X

24.1

Power of Attorney (see signature page)

10-K

001-34719

24.1

9/27/2023

31.1

Chief Executive Officer Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

X

31.2

Chief Financial Officer Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

X

32.1**

Chief Executive Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32.2**

Chief Financial Officer Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101.INS

Inline XBRL Instance Document

X

101.SCH

Inline XBRL Schema Document

X

101.CAL

Inline XBRL Calculation Linkbase Document

X

101.DEF

Inline XBRL Definition Linkbase Document

X

101.LAB

Inline XBRL Label Linkbase Document

X

101.PRE

Inline XBRL Presentation Linkbase Document

X

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

X

† Portions of this exhibit have been omitted pursuant to an Order Granting Confidential Treatment under the Securities Exchange Act of 1934, as amended.

†† Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601 of Regulation S-K.

+ Schedules (or similar attachments, including exhibits) to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission or its staff upon request.

* Management contract or compensatory plan or arrangement.

** This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: October 27, 2023


S&W SEED COMPANY


By:		/s/ Mark Herrmann
		Mark Herrmann
		President and Chief Executive Officer