S&W Seed Co: Nasdaq/NYSE listing notice — S&W Seed receives Nasdaq deficiency notice; amends loan agreements with CIBC and MFP

October 31, 2022, the Company received a letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that for 30 consecutive business days preceding the date of the Notice, the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice has no effect on the listing of the Company’s common stock at this time, and the Company’s common stock continues to trade on The Nasdaq Capital Market under

Concurrently, on October 28, 2022, the Company entered into a First Amendment to Subordinate Loan and Security Agreement (the “MFP Amendment”) with MFP, amending the Company’s Subordinate Loan and Security Agreement, dated September 22, 2022 (as amended, the “MFP Loan Agreement”), with MFP, to increase the maximum amount of term loan advances available to the Company under the MFP Loan Agreement from $9,000,000 to $12,000,000.

In connection with the MFP Amendment, on October 28, 2022, the Company issued to MFP a warrant (the “Warrant”) to purchase 166,700 shares of the Company’s Common Stock (the “Warrant Shares”), at an exercise price of $1.60 per Warrant 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).

On October 28, 2022, S&W Seed Company (the “Company”) entered into a Seventh Amendment to Loan and Security Agreement (the “CIBC Amendment”) with CIBC Bank USA (“CIBC”), amending the Company’s Loan and Security Agreement with CIBC, dated December 26, 2019 (as amended, the “CIBC Loan Agreement”), by and among the Company, Seed Holding, LLC, Stevia California, LLC and CIBC.