S&W announces $5.0 million private placement with management and board participation

S&W Seed Company (Nasdaq: SANW) announced on October 18 that it has closed a non-brokered private placement of its common stock for total gross proceeds of approximately $5.0 million. MFP Partners, L.P. (MFP), S&W's largest shareholder, purchased approximately $3.8 million of shares of common stock, and certain members of S&W's Board of Directors and executive management purchased approximately $1.2 million of shares of common stock. The company issued 1,847,343 shares of its common stock at a purchase price of $2.73 per share in the private placement.

MFP is a private investment fund controlled by Michael F. Price that focuses on long-term, value investment opportunities. MFP originally became a shareholder in December 2014. Alexander C. Matina, Vice President, Investments at MFP became a member of the S&W Seed Company board of directors in May 2015.

S&W intends to use the net proceeds from the private placement for working capital and general corporate purposes.

The securities described above have not been registered under the Securities Act of 1933, as amended (Securities Act), or any state or other jurisdiction's securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws. S&W has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued and sold in the private placement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.