S&W Seed Co: Nasdaq/NYSE listing notice — S&W Seed secures $4.3M term loan, appoints Mark Herrmann as CEO, faces Nasdaq audit committee non-compliance

On June 20, 2023, S&W Seed Company, a Nevada corporation (the “Company”), entered into a Term Loan Agreement (the “Loan Agreement”), with AgAmerica Lending LLC, a Florida limited liability company (“AgAmerica”), pursuant to which AgAmerica extended a term loan of $4,300,000 (the “Term Loan”) to the Company

June 26, 2023, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Rule”), which requires an audit committee comprised of at least three members, each of whom must satisfy the requirements for audit committee members under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended. The Company expects to receive a letter from Nasdaq to formally notify the Company of its non-compliance with the Rule. The Company intends to rely on the cure provision in Nasdaq Listing Rule 5605(c)(4)(B), and inte

In connection with Mr. Wong’s retirement, the Board appointed Mark Herrmann as the Company’s President and Chief Executive Officer, effective July 1, 2023.

Prior to his appointment, Mr. Herrmann resigned from the Board and each committee of the Board on which he served.

On June 26, 2023, Mark Wong notified the Company of his decision to retire from his positions as an officer and/or employee of the Company and/or any of its subsidiaries, including as the Company’s President and Chief Executive Officer, effective as of July 1, 2023.

On June 20, 2023, the Board adopted the Third Amended and Restated Bylaws of the Company, which amended and restated the Company’s Second Amended and Restated Bylaws, as amended, in order to effect, among other things, the following changes: • require that any request for a special meeting of stockholders set forth the specific business proposed to be transacted, where previously only the general nature of such business was required to be described; • clarify that the holders of a majority of the shares of stock entitled to vote at a stockholder meeting, present in person or represented by proxy (regardless of whether the proxy has authority to vote on any matter), shall constitute a quorum for the transaction of business; • remove the reference to a fixed number of directors; and • various administrative, modernizing and clarifying changes contemplated by the Nevada Revised Statutes.

On June 20, 2023, S&W Seed Company, a Nevada corporation (the “Company”), entered into a Term Loan Agreement (the “Loan Agreement”), with AgAmerica Lending LLC, a Florida limited liability company (“AgAmerica”), pursuant to which AgAmerica extended a term loan of $4,300,000 (the “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.