S&W Seed Co: M&A transaction — S&W Seed transfers S&W Australia shares and IP to Avior Asset Management, releases NAB guarantee

S&W Seed Co

Transferred alfalfa and white clover IP to S&W Australia; receives mid-single-digit royalty on licensed sales for 5 years in Americas.
NAB released Company from AUD $15M (USD $10.4M) guarantee; CIBC released liens on transferred assets.
Deed of Settlement eliminates intercompany obligations; transition services to end by August 2025.
Pro forma shows S&W Australia accounted for $22.4M of FY2024 revenue; net gain of ~$3.9M from disposition.

item 1.01 item 2.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

S&W Seed Co completed a disposition involving S&W Seed Company Australia Pty Ltd (closed 2024-11-22).

Action: disposition
Counterparty: S&W Seed Company Australia Pty Ltd
Closing: 2024-11-22

Exact text from the filing

As previously reported, S&W Seed Company Australia Pty Ltd (“S&W Australia”), a wholly-owned subsidiary of S&W Seed Company (the “Company”), adopted a voluntary plan of administration on July 24, 2024, and on October 11, 2024, creditors of S&W Australia approved a proposed Deed of Company Arrangement (“DOCA”) pursuant to which, among other things, all of the outstanding shares of S&W Australia would be transferred to Avior Asset Management No.

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Source: SEC EDGAR

accession 0000950170-24-131587

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