| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SANW | Common Stock Purchase Warrant | Award | $0 | +500K | $0.00 | 500K | Sep 22, 2022 | Common Stock | 500K | $1.60 | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | MFP Partners, L.P. ("MFP Partners") acquired the Common Stock Purchase Warrant reported herein (the "Warrant) directly from S&W Seed Company (the "Company"), as compensation for providing a letter of credit pursuant to a Subordinate Loan and Security Agreement between MFP Partners and the Company, dated September 22, 2022. The Warrant is currently exercisable through the 5-year anniversary of its issuance at $1.60 per share. The Warrant may be reduced by up to one half if draws are made to the letter of credit, at which time the Company will be obligated to issue MFP Partners additional common stock purchase warrants at $1.60 per share. |
| F2 | This report is filed jointly by MFP Partners, MFP Investors LLC ("MFP Investors") and Jennifer Cook Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with the Company. MFP Investors is the general partner of MFP Partners. Ms. Price is managing director of MFP Partners and managing member and managing director of MFP Investors. |
| F3 | MFP Partners is the direct beneficial owner of the Warrant reported herein. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of the Warrant reported herein, including the Common Stock issuable upon conversion or exercise of the Warrant; however, each such Reporting Person disclaims beneficial ownership of such Warrant or any Common Stock issuable upon conversion or exercise of such Warrant except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Warrant described herein or any Common Stock issuable upon conversion or exercise of such Warrant for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
Mr. Alexander C. Matina (Vice President and Portfolio Manager at MFP Investors), serves as a member of the board of directors of the Company as a nominee of MFP. Each of MFP Partners, MFP Investors and Ms. Price may be deemed a director of the Company by deputization on the basis of the relationships among such persons and Mr. Matina.