UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 001-34719

S&W SEED COMPANY
(Exact name of Registrant as Specified in its Charter)

Nevada 27-1275784
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)

7108 North Fresno Street, Suite 380
Fresno, CA 93720
(Address of Principal Executive Offices, including Zip Code)

(559) 884-2535
(Registrant's Telephone Number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. x YES ¨ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨
(Do not check if a smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

As of ~~May 14,~~November 12, 2015, ~~13,272,493~~13,482,930 shares of the registrant's common stock were outstanding.

S&W SEED COMPANY
Table of Contents

PART I. FINANCIAL INFORMATION Page No.

Item 1. Financial Statements (Unaudited):

          Consolidated Balance Sheets at ~~March 31,~~September 30, 2015 and June 30, 2014 23

          Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~March 31, 2015 and 2014~~ 3
~~Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended March 31,~~September 30, 2015 and 2014 4

          Consolidated Statements of ~~Stockholders' Equity~~Comprehensive Loss for the ~~Nine~~Three Months Ended ~~March 31,~~September 30, 2015 and 2014 5

          Consolidated Statements of ~~Cash Flows~~Stockholders' Equity for the ~~Nine~~Three Months Ended ~~March 31,~~September 30, 2015 and 2014 6
Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2015 and 2014 7

          Notes to Consolidated Financial Statements 78

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3033

Item 3. Quantitative and Qualitative Disclosures About Market Risk 4344

Item 4. Controls and Procedures 4344

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 4445

Item 1A. Risk Factors 4445

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 4445

Item 3. Defaults Upon Senior Securities 4445

Item 4. Mine Safety Disclosures 4445

Item 5. Other Information 4445

Item 6. Exhibits 4445

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to expectations as to source of revenue, the extent of future research and development expense, patent application timing and any projections of revenue, margins, expenses, tax provisions, earnings, cash flows and other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding our ability to raise capital in the future; any statements concerning expected development, performance or market acceptance relating to our products or services or our ability to expand our grower or customer bases; any statements regarding future economic conditions or performance; any statements of expectation or belief; any statements regarding our ability to retain key employees; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "will," "plan," "project," "seek," "should," "target," "will," "would," and similar expressions or variations intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward- looking statements. Risks, uncertainties and assumptions include the following:

whether we are successful in securing sufficient acreage to support the growth of our alfalfa seed business,

the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;

trends and other factors affecting our financial condition or results of operations from period to period;

the impact of crop disease, severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to produce, procure or export our products;

the impact of pricing of other crops that may be influence what crops our growers elect to plant;

our plans for expansion of our business (including through acquisitions) and our ability to successfully integrate acquisitions into our operations;

whether we are successful in aligning expense levels to revenue changes;

whether we are successful in monetizing our stevia business;

the cost and other implications of pending or future legislation or court decisions and pending or future accounting pronouncements; and

other risks that are described herein including but not limited to the items discussed in "Risk Factors" below, and that are otherwise described or updated from time to time in our filings with the SEC.

You are urged to carefully review the disclosures made concerning risks and uncertainties that may affect our business or operating results, which include, among others, those listed in Part I, -- Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended June 30, 2015.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Many factors discussed in this Report, some of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from the forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Report as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Furthermore, such forward-looking statements speak only as of the date of this Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Part I

FINANCIAL INFORMATION

~~ITEM~~Item 1. ~~FINANCIAL STATEMENTS~~Financial Statements

S&W SEED COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

March 31, June 30,
2015 2014
ASSETS

CURRENT ASSETS
     Cash and cash equivalents $ 2,636,163 $ 1,167,503
     Accounts receivable, net 14,584,207 24,255,596
     Inventories, net 36,467,212 28,485,584
     Prepaid expenses and other current assets 970,791 230,907
     Deferred tax asset 1,283,420 1,300,665
          TOTAL CURRENT ASSETS 55,941,793 55,440,255

Property, plant and equipment, net 11,151,343 10,356,809
Intangibles, net 33,932,792 14,590,771
Goodwill 14,757,466 4,939,462
Crop production costs, net 1,081,954 1,952,100
Deferred tax asset 2,571,375 1,666,488
Other assets 359,507 354,524
          TOTAL ASSETS $ 119,796,230 $ 89,300,409

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable $ 12,484,057 $ 15,026,669
     Accounts payable - related parties 2,744,823 1,053,874
     Accrued expenses and other current liabilities 1,080,450 818,730
     Foreign exchange contract liabilities 25,032 -
     Lines of credit 14,025,707 15,888,640
     Current portion of long-term debt 108,929 267,764
     Current portion of convertible debt, net 8,379,310 -
          TOTAL CURRENT LIABILITIES 38,848,308 33,055,677

Non-compete payment obligation, less current portion 100,000 150,000
Contingent consideration obligation 2,200,000 -
Long-term debt, less current portion 12,608,036 4,452,631
Convertible debt, net, less current portion 8,850,566 -
Derivative warrant liabilities 5,944,000 -
Other non-current liabilities 110,089 127,866

          TOTAL LIABILITIES 68,660,999 37,786,174

STOCKHOLDERS' EQUITY
     Preferred stock, $0.001 par value; 5,000,000 shares authorized;
          no shares issued and outstanding - -
     Common stock, $0.001 par value; 50,000,000 shares authorized;
          13,271,426 issued and 13,246,426 outstanding at March 31, 2015;
          11,665,093 issued and 11,640,093 outstanding at June 30, 2014 13,272 11,666
     Treasury stock, at cost, 25,000 shares at March 31, 2015 and at June 30, 2014 (134,196) (134,196)
     Additional paid-in capital 60,988,549 55,121,876
     Accumulated deficit (4,702,650) (1,816,344)
     Other comprehensive loss (5,029,744) (1,668,767)
          TOTAL STOCKHOLDERS' EQUITY 51,135,231 51,514,235
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 119,796,230 $ 89,300,409

~~See notes to consolidated financial statements.~~

~~S&W SEED COMPANY~~
~~CONSOLIDATED STATEMENTS OF OPERATIONS~~
~~(UNAUDITED)~~

Three Months Ended Nine Months Ended
March 31, March 31,
2015 2014 2015 2014

Revenue $ 30,527,798 $ 8,130,725 $ 52,485,798 $ 31,969,509

Cost of revenue 23,410,046 6,482,693 42,093,045 25,636,066

Gross profit 7,117,752 1,648,032 10,392,753 6,333,443

Operating expenses
     Selling, general and administrative expenses 2,260,978 1,722,394 7,040,906 4,787,638
     Research and development expenses 611,688 167,171 1,052,226 647,260
     Depreciation and amortization 580,365 315,381 1,210,676 947,169
     Impairment charges - - 500,198 -
     Disposal of property, plant and equipment loss (gain) 24,646 (6,897) 24,646 (6,897)

          Total operating expenses 3,477,677 2,198,049 9,828,652 6,375,170

Income (loss) from operations 3,640,075 (550,017) 564,101 (41,727)

Other expense
     Foreign currency loss (gain) 33,503 (11,217) 116,392 (41,415)
     Change in derivative warrant liabilities 1,082,000 - 1,082,000 -
     Interest expense - amortization of debt discount 2,020,472 12,894 2,046,615 38,473
     Interest expense - convertible debt and other 728,957 136,358 1,137,208 390,904

Loss before income taxes (224,857) (688,052) (3,818,114) (429,689)
     Provision (benefit) for income taxes 244,471 (289,458) (931,808) (182,436)
Net loss $ (469,328) $ (398,594) $ (2,886,306) $ (247,253)

Net loss per common share:
     Basic $ (0.04) $ (0.03) $ (0.24) $ (0.02)
     Diluted $ (0.04) $ (0.03) $ (0.24) $ (0.02)

Weighted average number of common shares outstanding:
     Basic 13,166,004 11,559,022 12,179,184 11,561,346
     Diluted 13,166,004 11,559,022 12,179,184 11,561,346

		September 30,		June 30,
		2015		2015
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	8,379,320	$	3,535,458
Accounts receivable, net		25,952,914		26,728,741
Inventories, net		46,337,634		25,521,747
Prepaid expenses and other current assets		1,131,521		797,199
Deferred tax assets		274,663		286,508
TOTAL CURRENT ASSETS		82,076,052		56,869,653

Property, plant and equipment, net		11,485,411		11,476,936
Intangibles, net		36,782,768		38,004,916
Goodwill		9,375,269		9,630,279
Crop production costs, net		-		212,231
Deferred tax assets		5,510,273		4,060,156
Other assets		2,402,495		2,088,896
TOTAL ASSETS	$	147,632,268	$	122,343,067

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	30,715,979	$	13,722,900
Accounts payable - related parties		3,896,592		1,128,630
Deferred revenue		14,096,618		-
Accrued expenses and other current liabilities		1,878,116		2,328,349
Foreign exchange contract liabilities		617,053		59,116
Lines of credit		9,990,164		13,755,800
Current portion of long-term debt		2,276,784		2,223,465
Current portion of convertible debt, net		9,612,578		9,265,929
TOTAL CURRENT LIABILITIES		73,083,884		42,484,189

Contingent consideration obligation		1,982,716		2,078,000
Long-term debt, less current portion		10,666,740		10,682,072
Convertible debt, net, less current portion		6,307,452		8,777,041
Derivative warrant liabilities		5,719,000		6,258,000
Other non-current liabilities		134,932		188,160

TOTAL LIABILITIES		97,894,724		70,467,462

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized;
no shares issued and outstanding				-
Common stock, $0.001 par value; 50,000,000 shares authorized;
13,488,455 issued and 13,463,455 outstanding at September 30, 2015;
13,479,101 issued and 13,454,101 outstanding at June 30, 2015;		13,488		13,479
Treasury stock, at cost, 25,000 shares		(134,196)		(134,196)
Additional paid-in capital		63,245,491		62,072,379
Accumulated deficit		(6,853,704)		(4,979,471)
Accumulated other comprehensive loss		(6,533,535)		(5,096,586)
TOTAL STOCKHOLDERS' EQUITY		49,737,544		51,875,605
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	147,632,268	$	122,343,067

See notes to consolidated financial statements.

S&W SEED COMPANY
CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE (LOSS) INCOME~~OPERATIONS
(UNAUDITED)

Three Months Ended Nine Months Ended
March 31, March 31,
2015 2014 2015 2014

Net loss $ (469,328) $ (398,594) $ (2,886,306) $ (247,253)

Cumulative foreign currency translation adjustment (774,795) 710,089 (3,360,977) 102,557

Comprehensive (loss) income $ (1,244,123) $ 311,495 $ (6,247,283) $ (144,696)

		Three months ended
		September 30,
		2015		2014

Revenue	$	12,254,912	$	8,164,234

Cost of revenue		10,280,031		6,850,442

Gross profit		1,974,881		1,313,792

Operating expenses
Selling, general and administrative expenses		2,473,977		1,788,425
Research and development expenses		690,373		223,359
Depreciation and amortization		788,796		319,759

Total operating expenses		3,953,146		2,331,543

Loss from operations		(1,978,265)		(1,017,751)

Other expense
Foreign currency loss		83,346		47,741
Change in derivative warrant liabilities		(539,000)		-
Change in contingent consideration obligation		(95,284)		-
Interest expense - amortization of debt discount		906,252		13,036
Interest expense - convertible debt and other		696,235		233,614
Loss on equity method investment		94,362		-

Loss before income taxes		(3,124,176)		(1,312,142)
Benefit from income taxes		(1,249,943)		(437,827)
Net loss	$	(1,874,233)	$	(874,315)

Net loss per common share:
Basic	$	(0.14)	$	(0.08)
Diluted	$	(0.14)	$	(0.08)

Weighted average number of common shares outstanding:
Basic		13,463,353		11,625,115
Diluted		13,463,353		11,625,115

See notes to consolidated financial statements.

S&W SEED COMPANY
CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS' EQUITY~~COMPREHENSIVE LOSS
(UNAUDITED)

Additional Total
Common Stock Treasury Stock Paid-In Accumulated Other Comprehensive Stockholders'
Shares Amount Shares Amount Capital Deficit Loss Equity

Balance, June 30, 2013 11,584,101 $ 11,585 - $ - $ 54,338,758 $ (2,189,444) $ (2,103,836) $ 50,057,063

Stock-based compensation - options, restricted stock, and RSUs - - - - 652,603 - - 652,603
Net issuance to settle RSUs 48,587 48 - - (206,619) - - (206,571)
Treasury stock purchases - - (25,000) (134,196) - - - (134,196)
Comprehensive income - - - - - - 102,557 102,557
Net loss - - - - - (247,253) - (247,253)
Balance, March 31, 2014 11,632,688 $ 11,633 (25,000) $ (134,196) $ 54,784,742 $ (2,436,697) $ (2,001,279) $ 50,224,203

Balance, June 30, 2014 11,665,093 $ 11,666 (25,000) $ (134,196) $ 55,121,876 $ (1,816,344) $ (1,668,767) $ 51,514,235

Stock-based compensation - options, restricted stock, and RSUs - - - - 680,923 - - 680,923
Common stock issued for exercise of options 284,951 285 - - 1,079,715 1,080,000
Net issuance to settle RSUs 27,382 27 - - (61,696) - - (61,669)
Proceeds from sale of common stock, net of fees and expenses 1,294,000 1,294 - - 4,167,731 - - 4,169,025
Comprehensive loss - - - - - - (3,360,977) (3,360,977)
Net loss - - - - - (2,886,306) - (2,886,306)
Balance, March 31, 2015 13,271,426 $ 13,272 (25,000) $ (134,196) $ 60,988,549 $ (4,702,650) $ (5,029,744) $ 51,135,231

		Three months ended
		September 30,
		2015		2014

Net loss	$	(1,874,233)	$	(874,315)

Foreign currency translation adjustment		(1,436,949)		(1,342,032)

Comprehensive loss	$	(3,311,182)	$	(2,216,347)

See notes to consolidated financial statements.

S&W SEED COMPANY
CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS' EQUITY
(UNAUDITED)

Nine Months Ended
March 31,
2015 2014
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss $ (2,886,306) $ (247,253)
     Adjustments to reconcile net loss from operating activities to net
          cash provided by (used in) operating activities
          Stock-based compensation 680,923 652,603
          Change in allowance for doubtful accounts 17,264 10,445
          Impairment charges 500,198 -
          Depreciation and amortization 1,296,464 947,169
          Loss (gain) on disposal of property, plant and equipment 24,646 (6,897)
          Change in deferred tax asset (904,887) (498,889)
          Change in foreign exchange contracts 27,873 (662,704)
          Change in derivative warrant liabilities 1,082,000 -
          Amortization of debt discount 2,046,615 38,473
          Changes in operating assets and liabilities:
               Accounts receivable 8,167,899 1,654,779
               Inventories 10,179,531 (5,713,554)
               Prepaid expenses and other current assets (546,449) (757,992)
               Crop production costs 249,005 (936,621)
               Accounts payable (12,595,681) (6,633,565)
               Accounts payable - related parties 1,768,819 (209,680)
               Accrued expenses and other current liabilities 229,212 (860,124)
               Other non-current liabilities 6,358 (104,797)
                    Net cash provided by (used in) operating activities 9,343,484 (13,328,607)

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property, plant and equipment (1,034,183) (314,148)
     Proceeds from disposal of property, plant and equipment 7,100,000 24,832
     Acquisition of business (36,688,881) -
     Investment in Bioceres (4,982) (351,899)
                    Net cash used in investing activities (30,628,046) (641,215)

CASH FLOWS FROM FINANCING ACTIVITIES
     Net proceeds from sale of common stock 4,169,025 -
     Proceeds from exercise of common stock options 1,080,000 -
     Common stock repurchased - (134,196)
     Taxes paid related to net share settlements of stock-based compensation awards (61,669) (206,571)
     Borrowings and repayments on lines of credit, net (715,779) 5,050,874
     Proceeds from sale of convertible debt and warrants 27,000,000 -
     Borrowings of long-term debt 493,956 -
     Debt issuance costs (1,915,417) -
     Repayments of convertible debt (5,000,000) -
     Repayments of long-term debt (2,486,358) (719,586)
                    Net cash provided by financing activities 22,563,758 3,990,521

EFFECT OF EXCHANGE RATE CHANGES ON CASH 189,464 (137,934)

NET INCREASE (DECREASE) IN CASH 1,468,660 (10,117,235)

CASH AND CASH EQUIVALENTS, beginning of the period 1,167,503 11,781,074

CASH AND CASH EQUIVALENTS, end of period $ 2,636,163 $ 1,663,839

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash paid during the period for:
          Interest $ 922,561 $ 421,366
          Income taxes 205,225 629,495

								Additional				Accumulated		Total
	Common Stock			Treasury Stock				Paid-In		Accumulated		Other Comprehensive		Stockholders'
	Shares		Amount	Shares		Amount		Capital		Deficit		Loss		Equity

Balance, June 30, 2014	11,665,093	$	11,666	(25,000)	$	(134,196)	$	55,121,876	$	(1,816,344)	$	(1,668,767)	$	51,514,235

Stock-based compensation - options, restricted stock, and RSUs	-		-	-		-		219,012		-		-		219,012
Net issuance to settle RSUs	9,354		9	-		-		(26,954)		-		-		(26,945)
Other comprehensive loss	-		-	-		-		-		-		(1,342,032)		(1,342,032)
Net loss	-		-	-		-		-		(874,315)		-		(874,315)
Balance, September 30, 2014	11,674,447	$	11,675	(25,000)	$	(134,196)	$	55,313,934	$	(2,690,659)	$	(3,010,799)	$	49,489,955

Balance, June 30, 2015	13,479,101	$	13,479	(25,000)	$	(134,196)	$	62,072,379	$	(4,979,471)	$	(5,096,586)	$	51,875,605

Stock-based compensation - options, restricted stock, and RSUs	-		-	-		-		324,561		-		-		324,561
Beneficial conversion feature	-		-	-		-		871,862		-		-		871,862
Net issuance to settle RSUs	9,354		9	-		-		(23,311)		-		-		(23,302)
Other comprehensive loss	-		-	-		-		-		-		(1,436,949)		(1,436,949)
Net loss	-		-	-		-		-		(1,874,233)		-		(1,874,233)
Balance, September 30, 2015	13,488,455	$	13,488	(25,000)	$	(134,196)	$	63,245,491	$	(6,853,704)	$	(6,533,535)	$	49,737,544

See notes to consolidated financial statements.

S&W SEED COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		Three months ended
		September 30,
		2015		2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,874,233)	$	(874,315)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities
Stock-based compensation		324,561		219,012
Change in allowance for doubtful accounts		(1,000)		-
Depreciation and amortization		788,796		319,759
Change in deferred tax asset		(1,450,117)		(293,554)
Change in foreign exchange contracts		586,431		69,786
Change in derivative warrant liabilities		(539,000)		-
Change in contingent consideration obligation		(95,284)		-
Amortization of debt discount		906,252		13,036
Loss on equity method investment		94,362		-
Changes in operating assets and liabilities, net:
Accounts receivable		118,389		2,077,130
Inventories		(21,482,850)		(1,624,020)
Prepaid expenses and other current assets		(311,159)		(147,782)
Crop production costs		-		(719,014)
Other non-current assets		(140,568)		-
Accounts payable		17,681,243		(809,065)
Accounts payable - related parties		2,789,651		1,462,997
Deferred revenue		14,096,618		-
Accrued expenses and other current liabilities		(472,841)		(350,100)
Other non-current liabilities		(45,219)		2,302
Net cash provided by (used in) operating activities		10,974,032		(653,828)

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(357,393)		(149,850)
Investment in Bioceres		-		(4,983)
Net cash used in investing activities		(357,393)		(154,833)

CASH FLOWS FROM FINANCING ACTIVITIES
Taxes paid related to net share settlements of stock-based compensation awards		(23,302)		(26,945)
Borrowings and repayments on lines of credit, net		(3,414,683)		2,090,978
Borrowings of long-term debt		85,368		-
Repayments of convertible debt		(2,141,675)		-
Repayments of long-term debt		(2,223)		(83,727)
Net cash (used in) provided by financing activities		(5,496,515)		1,980,306

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(276,262)		(24,368)

NET INCREASE IN CASH AND CASH EQUIVALENTS		4,843,862		1,147,277

CASH AND CASH EQUIVALENTS, beginning of the period		3,535,458		1,167,503

CASH AND CASH EQUIVALENTS, end of period	$	8,379,320	$	2,314,780

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	558,323	$	251,778
Income taxes		138,974		118,159

See notes to consolidated financial statements.

S&W SEED COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - BACKGROUND AND ORGANIZATION

Organization

S&W Seed Company, a Nevada corporation (the "Company") began as S&W Seed Company, a general partnership in 1980 and was originally in the business of breeding, growing, processing and selling alfalfa seed. The corporate entity, S&W Seed Company, was incorporated in Delaware in October 2009 and is the successor entity to Seed Holding, LLC, which had purchased a majority interest in the general partnership between June 2008 and December 2009. Following the Company's initial public offering in May 2010, the Company purchased the remaining general partnership interests and became the sole owner of the general partnership's original business. Seed Holding, LLC remains a consolidated subsidiary of the Company.

In December 2011, the Company reincorporated in Nevada as a result of a statutory short-form merger of the Delaware corporation into its wholly-owned subsidiary, S&W Seed Company, a Nevada corporation.

On April 1, 2013, the Company, together with its wholly-owned subsidiary, S&W Seed Australia Pty Ltd, an Australia corporation ("S&W Australia"), closed on the acquisition of all of the issued and outstanding shares of Seed Genetics International Pty Ltd, an Australia corporation ("SGI"), from SGI's ~~shareholders (the "SGI Acquisition").~~shareholders.

Business Overview

Since its establishment, the Company, including its predecessor entities, has been principally engaged in breeding, growing, processing and selling agricultural seeds, primarily alfalfa seed. The Company owns seed cleaning and processing facilities, which are located in Five Points, California and Nampa, Idaho. The Company's products are primarily grown under contract by ~~farmers as well as by the Company itself under a small direct farming operation.~~farmers. The Company began its stevia initiative in fiscal 2010 and is currently focused on breeding improved varieties of stevia and developing marketing and distribution programs for its stevia products.

On December 31, 2014, the Company purchased certain alfalfa research and production ~~facility~~facilities and conventional (non-GMO) alfalfa germplasm assets and assumed certain related liabilities ("the Pioneer Acquisition") of Pioneer Hi-Bred International, Inc. ("DuPont Pioneer").

~~The Company believes it is the global leader in alfalfa seed with research and development, production and distribution capabilities.~~ The Company's operations span the world's alfalfa seed production regions with operations in the San Joaquin and Imperial Valleys of California, five other US states, Australia, and three provinces in Canada, and the Company sells its seed products in more than 2530 countries around the globe.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company maintains its accounting records on an accrual basis in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The consolidated financial statements include the accounts of Seed Holding, LLC and its other wholly-owned subsidiaries, S&W Australia, which owns 100% of SGI, and Stevia California, LLC. All significant intercompany balances and transactions have been eliminated.

Unaudited Interim Financial Information

The Company has prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. These consolidated financial statements are unaudited and, in the Company's opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the Company's consolidated balance ~~sheet as of March 31, 2015, consolidated~~sheets, statements of operations, ~~for the three~~comprehensive loss, cash flows and ~~nine months ended March 31, 2015 and 2014, consolidated statements of comprehensive (loss) income for the three and nine months ended March 31, 2015 and 2014, consolidated statement of~~ stockholders' equity for the ~~nine months ended March 31, 2015 and 2014, and consolidated statements of cash flows~~periods presented. Operating results for the ~~nine months ended March 31, 2015~~periods presented are not necessarily indicative of the results to be expected for the full year ending June 30, 2016. Certain information and ~~2014 are unaudited. These unaudited interim consolidated~~disclosures normally included in financial statements ~~have been~~ prepared in accordance with accounting principles generally accepted in the United States of America ~~("GAAP"). In~~have been omitted in accordance with the ~~opinion~~rules and regulations of the ~~Company's management, the unaudited interim~~SEC. These consolidated financial statements ~~have been prepared on the same basis as~~should be read in conjunction with the audited consolidated financial statements and ~~include all adjustments necessary~~accompanying notes included in the Company's Annual Report on Form 10-K for the ~~fair presentation of the Company's statement of financial position at March 31, 2015 and its results of operations for the three and nine months~~year ended March 31, 2015, and its cash flows for the nine months ended March 31, 2015. The results for the three and nine months ended March 31, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, ~~2015.~~2015, as filed with the SEC.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are adjusted to reflect actual experience when necessary. Significant estimates and assumptions affect many items in the financial statements. These include allowance for doubtful trade receivables, ~~sales returns and allowances,~~ inventory valuation, ~~and obsolescence,~~ asset impairments, provisions for income taxes, grower accruals (an estimate of amounts payable to farmers who grow seed for the Company), contingent consideration, derivative liabilities, contingencies and litigation. Significant estimates and assumptions are also used to establish the fair value and useful lives of depreciable tangible and certain intangible assets, goodwill as well as valuing stock-based compensation. Actual results may differ from those estimates and assumptions, and such results may affect income, financial position or cash flows.

Certain Risks and Concentrations

The Company's revenue is principally derived from the sale of alfalfa seed, the market for which is highly competitive. The Company depends on a core group of significant customers. ~~Three~~Two customers accounted for ~~83%~~30% of its revenue for the three months ended ~~March 31,~~September 30, 2015, and ~~two~~three customers accounted for ~~25%~~37% of its revenue for the three months ended ~~March 31,~~September 30, 2014. ~~Three customers accounted for 56% of its revenue for the nine months ended March 31, 2015, and two customers accounted for 23% of its revenue for nine months ended March 31, 2014.~~

Three customers accounted for ~~39%~~47% of the Company's accounts receivable at ~~March 31,~~September 30, 2015. ~~One customer~~Three customers accounted for ~~32%~~53% of the Company's accounts receivable at June 30, ~~2014.~~2015.

Sales direct to international customers represented ~~23%~~84% and ~~79%~~87% of revenue during the three months ended ~~March 31,~~September 30, 2015 and 2014, respectively. ~~Sales direct to international customers represented 50% and 80% of revenue during the nine months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, approximately 8.2% of the~~The net book value of fixed assets located outside the United States were 11% at September 30, 2015 and June 30, 2015, respectively. Cash balances located outside of the United ~~States.~~States may not be insured and totaled $242,754 and $1,039,326 at September 30, 2015 and June 30, 2015, respectively.

The following table shows revenue from external sources by destination country:

Three Months Ended March 31, Nine Months Ended March 31,
2015 2014 2015 2014
United States $ 23,576,518 77% $ 1,674,274 21% United States $ 26,502,537 50% $ 6,350,271 20%
Saudi Arabia 1,862,412 6% 1,829,545 23% Saudi Arabia 8,835,887 17% 7,260,832 23%
Mexico 792,356 3% 605,980 7% Mexico 4,909,325 9% 3,415,913 11%
Australia 297,158 1% 26,276 0% Australia 1,953,238 4% 1,332,027 4%
Argentina 521,925 2% 405,090 5% France 1,901,548 4% 800,248 3%
Germany 1,300,328 4% 491,893 6% Argentina 1,953,901 4% 686,739 2%
France 314,920 1% 571,897 7% Germany 1,120,737 2% 1,347,636 4%
Libya 168,610 1% 977,051 12% Libya 168,105 0% 3,799,771 12%
Emirates - 0% 1,850 0% Emirates - 0% 1,165,732 4%
Other 1,692,918 6% 1,546,870 19% Other 5,140,520 10% 5,810,342 18%
Total $ 30,527,145 100% $ 8,130,725 100% Total $ 52,485,798 100% $ 31,969,510 100%

		Three Months Ended September 30,
		2015			2014
Saudi Arabia	$	3,692,713	30%	$	2,440,716	30%
Mexico		1,537,800	13%		1,999,808	24%
United States		1,944,820	16%		1,128,115	14%
Cyprus		1,533,183	13%		5,333	0%
Australia		778,439	6%		702,785	9%
Peru		610,000	5%		181,510	2%
Argentina		591,838	5%		-	0%
Germany		399,654	3%		161,427	2%
Other		1,166,465	10%		1,544,540	19%
Total	$	12,254,912	100%	$	8,164,234	100%

International Operations

The Company translates its foreign operations' asset and liabilities denominated in foreign currencies into U.S. dollars at the current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in the cumulative translation account, a component of accumulated other comprehensive income. Gains or losses from foreign currency transactions are included in the consolidated statement of operations.

Revenue Recognition

The Company derives its revenue primarily from sale of seed and other crops and milling services. Revenue from seed and other crop sales is recognized when risk and title to the product is transferred to the customer. No customer has a right of return.

The Company recognizes revenue from milling services according to the terms of the sales agreements and when delivery has occurred, performance is complete, and pricing is fixed or determinable at the time of sale.

Additional conditions for recognition of revenue for all sales include the requirements that the collection of sales proceeds must be reasonably assured based on historical experience and current market conditions, the sales price is fixed and determinable and that there must be no further performance obligations under the sale.

Cost of Revenue

The Company records purchasing and receiving costs, inspection costs and warehousing costs in cost of revenue. In some instances, the Company is not obligated to pay for shipping or any costs associated with delivering its products to its customers. In these instances, costs associated with the shipment of products are not included in the Company's consolidated financial statements. When the Company is required to pay for outward freight and/or the costs incurred to deliver products to its customers, the costs are included in cost of revenue.

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers time deposits, certificates of deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. ~~Cash~~At times, cash and cash equivalents ~~consist of the following:~~

March 31, June 30,
2015 2014

Cash $ 2,514,815 $ 1,046,201
Money market funds 121,348 121,302
$ 2,636,163 $ 1,167,503

~~The Company maintains cash~~ balances ~~at financial institutions that are~~exceed amounts insured by the Federal Deposit Insurance Corporation ("FDIC"). Accounts are guaranteed by the FDIC up to $250,000 under current regulations. Cash equivalents held in money market funds are not FDIC insured. Cash deposits with these banks may exceed the amount of insurance provided on such deposits; however, these deposits typically may be redeemed upon demand and, therefore, bear minimal risk. The Company had approximately $2,264,815 and $796,201 in excess of FDIC insured limits at March 31, 2015 and June 30, 2014, respectively.Corporation.

Accounts Receivable

The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable. The allowance for doubtful trade receivables was ~~$89,820~~$154,595 and ~~$72,556~~$155,595 at ~~March 31,~~September 30, 2015 and June 30, ~~2014,~~2015, respectively.

Inventories

Inventory

Inventories consist of alfalfa seed purchased from the Company's growers under production contracts, alfalfa seed produced from its own farming operations and packaging materials.

Inventories are stated at the lower of cost or market, and an inventory reserve ~~would~~ permanently ~~reduce~~reduces the cost basis of inventory. Inventories are valued as follows: Actual cost is used to value raw materials such as packaging materials, as well as goods in process. Costs for substantially all finished goods, which include the cost of carryover crops from the previous year, are valued at actual cost. Actual cost for finished goods includes plant conditioning and packaging costs, direct labor and raw materials and manufacturing overhead costs based on normal capacity. The Company records abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) as current period charges and allocates fixed production overhead to the costs of finished goods based on the normal capacity of the production facilities.

The Company's subsidiary, SGI, does not fix the final price for seed payable to its growers until the completion of a given year's sales cycle pursuant to its standard contract production agreement. SGI records an estimated unit price; accordingly, inventory, cost of revenue and gross profits are based upon management's best estimate of the final purchase price to growers.

Inventory is periodically reviewed to determine if it is marketable, obsolete or impaired. Inventory that is determined to ~~not be marketable is written down to scrap value. Inventory that is determined to~~ be obsolete or impaired is written off to expense at the time the impairment is identified. Because the germination rate, and therefore the quality, of alfalfa seed improves over the first year of proper storage, inventory obsolescence for alfalfa seed is not a material concern. The Company sells its inventory to distributors, dealers and directly to growers.

Growing Crops

Expenditures on growing crops are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs included in inventories in the consolidated balance sheets consist primarily of labor, lease payments on land, interest expense on farmland, cultivation and on-going irrigation, harvest and fertilization costs. Costs included in growing crops relate to the current crop year. Costs that are to be realized over the life of the crop are reflected in crop production costs.

Components of inventory are:

March 31, June 30,
2015 2014
Raw materials and supplies $ 309,681 $ 173,922
Work in progress and growing crops 3,427,210 3,990,678
Finished goods 32,730,321 24,320,984
$ 36,467,212 $ 28,485,584

		September 30,		June 30,
		2015		2015
Raw materials and supplies	$	289,889	$	276,339
Work in progress and growing crops		20,502,361		5,415,402
Finished goods		25,545,384		19,830,006
	$	46,337,634	$	25,521,747

Crop Production Costs

Expenditures on crop production costs are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred crop production costs included in the consolidated balance sheets consist primarily of the cost of plants and the transplanting, stand establishment costs, intermediate life irrigation equipment and land amendments and preparation. Crop production costs are estimated to have useful lives of three to five years depending on the crop and nature of the expenditure and are amortized to growing crop inventory each year over the estimated life of the crop.

Components of crop production costs are:

		March 31,		June 30,		September 30,		June 30,
		2015		2014		2015		2015
Alfalfa seed production	$	827,939	$	1,747,429
Alfalfa hay		51,110		16,885	$	-	$	92,037
Other crops		202,905		187,786		-		120,194
Total crop production costs, net	$	1,081,954	$	1,952,100	$	-	$	212,231

Property, Plant and Equipment

Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset - periods of 18-28 years for buildings, 3-10 years for machinery and equipment, and 3-5 years for vehicles. Long-lived assets are reviewed for impairment if conditions indicate a possible loss. If an impairment is indicated, the asset is written down to its fair value. If fair value is not readily determinable, it is estimated based on discounted cash flows.

Intangible Assets

Intangible assets acquired in business acquisitions are reported at their initial fair value less accumulated amortization. Intangible assets are amortized using the straight-line method over the estimated useful life of the asset. Periods of 10-30 years for technology/IP/germplasm, 20 years for customer relationships and trade names, and 2-20 for other intangible assets. The weighted average estimated useful lives are 24 years for technology/IP/germplasm, 20 years for customer relationships and trade names, and 22 years for other intangible assets.

Goodwill

Goodwill originated from acquisitions of Imperial Valley Seeds and Seed Genetics International during the fiscal year 2013 and the acquisition of the alfalfa business from DuPont Pioneer in fiscal year 2015. Goodwill is assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management conducts a two-step quantitative goodwill impairment test. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company's budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company determined it has two reporting units for goodwill impairment testing purposes. Its reporting units are the United States operations and the Australia operations. The Company conducted a qualitative assessment of goodwill and determined that it was more likely than not there was no impairment.

1113

Equity Method Investments

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company's board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company's accounts are not reflected within the Company's Consolidated Balance Sheets and Statements of Operations; however, the Company's share of the earnings or losses of the investee company is reflected in the caption "Loss on equity method investments" in the Consolidated Statements of Operations. The Company's carrying value in an equity method investee company is included in the Company's Consolidated Balance Sheets.

When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.

Cost Method Investments

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company's share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or statement of operations. However, impairment charges are recognized in the consolidated statement of operations. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded.

Research and Development Costs

The Company is engaged in ongoing research and development ("R&D") of proprietary seed and stevia varieties. All R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or constructed for R&D activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Income Taxes

Deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of long-lived assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. A triggering event during the quarter ended December 31, 2014 prompted a review of certain farmland related costs. The carrying value of these assets was deemed in excess of fair value, and the Company recorded an impairment charge of $500,198 in the consolidated statement of ~~operations.~~operations during the quarter ended December 31, 2014.

Derivative Financial Instruments

Foreign Exchange Contracts

The Company's subsidiary, SGI, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company at times manages through the use of foreign currency forward contracts.

The Company has entered into certain derivative financial instruments (specifically foreign currency forward contracts), and accounts for these instruments in accordance with ASC Topic 815, "Derivatives and Hedging", which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. The Company's foreign currency contracts are not designated as hedging instruments under ASC 815; accordingly, changes in the fair value are recorded in current period earnings.

Derivative Liabilities

The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options and redemption options, which are required to be bifurcated and accounted for separately as derivative financial instruments.

Fair Value of Financial Instruments

The Company discloses assets and liabilities that are recognized and measured at fair value, presented in a three-tier fair value hierarchy, as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The assets acquired and liabilities assumed in the Pioneer Acquisition were valued at fair value on a non-recurring basis as of December 31, 2014. No assets or liabilities were valued at fair value on a non-recurring basis as of ~~March 31,~~September 30, 2015 or June 30, ~~2014.~~2015.

The carrying value of cash and cash equivalents, accounts payable, short-term and all long-term borrowings other than the convertible debentures, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments or interest rates commensurate with market rates. There have been no changes in operations and/or credit characteristics since the date of issuance could impact the relationship between interest rate and market rates. The fair value of the convertible debentures is $19,684,133 at the balance sheet date and the carrying value is $15,920,030. The fair value was calculated using a discounted cash flow model and utilized a 10% discount rate which is commensurate with market rates given the remaining term, principal repayment schedule and outstanding balance. The convertible debentures are categorized as Level 3 in the fair value hierarchy. The Company used a discounted cash flows approach, to measure the fair value using Level 3 inputs.

Assets and liabilities that are recognized and measured at fair value on a recurring basis are categorized as follows:

		Fair Value Measurements as of March 31, 2015 Using:						Fair Value Measurements as of September 30, 2015 Using:
		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Foreign exchange contract liability	$	-	$	25,032	$	-	$	-	$	617,053	$	-
Contingent consideration obligation		-		-		2,200,000		-		-		1,982,716
Derivative warrant liabilities		-		-		5,944,000		-		-		5,719,000
Total	$	-	$	25,032	$	8,144,000	$	-	$	617,053	$	7,701,716

		~~Fair Value Measurements as of June 30, 2014 Using:~~
		~~Level 1~~		~~Level 2~~		~~Level 3~~
~~Foreign exchange contract asset~~	$	-	$	~~627~~	$	-
~~Total~~	$	-	$	~~627~~	$	-

		Fair Value Measurements as of June 30, 2015 Using:
		Level 1		Level 2		Level 3
Foreign exchange contract liability	$	-	$	59,116	$	-
Contingent consideration obligation		-		-		2,078,000
Derivative warrant liabilities		-		-		6,258,000
Total	$	-	$	59,116	$	8,336,000

Reclassifications

Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current period.

~~Recent Accounting Pronouncements~~

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company elected to adopt this update as of March 31, 2015 and debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability. The update was adopted because management believes it provides a more meaningful presentation of its financial position. This change in accounting principle has been appliedreclassifications had no effect on a retrospective basis and the June 30, 2014 consolidated balance sheet has been adjusted to reflect the period specific effects of applying the new guidance. The retrospective application of this change in accounting principle did not have an impact on the June 30, 2014 consolidated balance sheet as the Company did not have debt issuance costs at that date. The adoption of this change in accounting principle on the March 31, 2015 consolidated balance sheet reduced debt issuance costs of $1,272,676 which were previously presented as a long-term asset, and reduced the carrying value of the convertible notes by the same amount. The adoption did not have an impact on the Company's consolidated statement of operations.net loss, cash flows, or stockholders' equity.

NOTE 3 - BUSINESS COMBINATIONS

On December 31, 2014, the Company purchased certain alfalfa research and production facilities and conventional (non-GMO) alfalfa germplasm assets (and assumed certain related liabilities) of DuPont Pioneer.The acquisition expanded the Company's production capabilities, diversified its product offerings and provided access to new distribution channels.

The Pioneer Acquisition was consummated pursuant to the terms of an asset purchase and sale agreement. The purchase price under the Agreement was up to $42,000,000, consisting of $27,000,000 in cash (payable at closing), a three year secured promissory note (the "Note") payable by the Company to DuPont Pioneer in the initial principal amount of $10,000,000 (issued at closing), and a potential earn-out payment (payable as an increase in the principal amount of the Note) of up to $5,000,000 based on S&W sales under distribution and production agreements as well as other Company sales of products containing the acquired germplasm in the three-year period following the closing. The Note accrues interest at a rate of 3% per annum and interest will be payable in three annual installments, in arrears, commencing on December 31, 2015. Principal on the Note is payable at maturity on December 31, 2017.

The Pioneer Acquisition has been accounted for as a business combination, and the Company valued and recorded all assets acquired and liabilities assumed at their estimated fair values on the date of the Pioneer Acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition ~~data~~date of December 31, 2014:

December 31, 2014
(initially reported) Measurement
Period Adjustments December 31, 2014
(as adjusted)
Inventory $ 21,519,376 $ 61,351 $ 21,580,727
Property, plant, and equipment 6,709,265 (20,000) 6,689,265
Distribution agreement 5,050,000 - 5,050,000
Grower relationships 83,000 - 83,000
Technology/IP - germplasm 12,130,000 - 12,130,000
Technology/IP - seed varieties 4,780,000 - 4,780,000
Goodwill 10,447,735 20,000 10,467,735
Current liabilities (21,519,376) 9,627,530 (11,891,846)
Total acquisition cost allocated $ 39,200,000 $ 9,688,881 $ 48,888,881

~~The fair value of intangibles assets, their useful lives and other items are provisional at March 31, 2015.~~

		December 31, 2014
Inventory	$	22,055,300
Property, plant and equipment		6,712,535
Distribution agreement		7,690,000
Production agreement		670,000
Grower relationships		76,000
Technology/IP - germplasm		13,340,000
Technology/IP - seed varieties		5,040,000
Goodwill		5,353,317
Current liabilities		(12,248,506)
Total acquisition cost allocated	$	48,688,646

The acquisition-date fair value of the consideration transferred consisted of the following:

December 31, 2014 Measurement December 31, 2014
(initially reported) Period Adjustments (as adjusted)
Cash $ 27,000,000 $ - $ 27,000,000
Promissory note 10,000,000 - 10,000,000
Contingent earn-out 2,200,000 - 2,200,000
Amount payable to seller - 9,688,881 9,688,881
$ 39,200,000 $ 9,688,881 $ 48,888,881

Cash	$	27,000,000
Secured three-year promissory note		10,000,000
Contingent earn-out		2,004,000
Amount payable to seller		9,684,646
	$	48,688,646

The current liabilities assumed relate to inventory acquired in the acquisition. Subsequent to December 31, 2014, the Company determined that at the acquisition date, the seller had already paid the third party growers $9,688,881 for the inventory acquired in the acquisition. As a result, the carrying amount of the current liabilities assumed was retrospectively decreased by $9,688,881 on December 31, 2014, due to this new information, with a corresponding increase to the acquisition-date fair value of the consideration transferred. In addition, subsequent to the issuance of the December 31, 2014 financial statements, the Company obtained final support to adjust the estimates previously made on inventory purchases and grower payables assumed as well as acquired property, plant and equipment. The excess of the purchase price over the fair value of the net assets acquired, amounting to ~~$10,467,735,~~$5,353,317, was recorded as goodwill on the consolidated balance sheet. The primary item that generated goodwill was the premium paid by the Company for the ability to control the acquired business, technology, and the assembled workforce of Pioneer. Goodwill is not amortized for financial reporting purposes, but is amortized for tax purposes.

Management assigned fair values to the identifiable intangible assets through a combination of the relief from royalty method and the multi-period excess earnings method. The contingent consideration requires the Company to increase the principal amount of the Seller note by up to an additional $5,000,000 if the Company meets certain performance metrics during the three year period following the acquisition. The fair value of the contingent consideration arrangement at the acquisition date was ~~$2,200,000.~~$2,004,000. The fair value of the contingent consideration was estimated using a probability-weighted cash flow model. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The key assumptions in applying the income approach were as follows: ~~12%~~24% present value discount factor and probability adjusted revenue assumptions based on the number of expected units produced. As of ~~March 31,~~September 30, 2015, ~~there were no significant changes in~~ the ~~range~~estimated fair value of ~~outcomes for~~ the contingent consideration ~~recognized as a result of the acquisition.~~

is $1,982,716. The values and useful lives of the acquired DuPont Pioneer intangibles are as follows:

	Estimated
	Useful Life		Estimated
	(Years)		Fair Value	Estimated Useful Life (Years)		Estimated Fair Value

Distribution agreement	20	$	5,050,000	20	$	7,690,000
Production agreement				3		670,000
Grower relationships	10		83,000	10		76,000
Technology/IP - germplasm	30		12,130,000	30		13,340,000
Technology/IP - seed varieties	15		4,780,000	15		5,040,000
Total identifiable intangible assets		$	22,043,000		$	26,816,000

The Company incurred ~~$831,737~~$863,048 of acquisition costs associated with the Pioneer Acquisition that have been recorded in selling, general and administrative expenses on the consolidated statement of ~~operations.~~operations during the year ended June 30, 2015. The newly acquired business generated revenues of approximately $0.5 million during the three months ended September 30, 2015.

In the transaction, DuPont Pioneer retained ownership of its GMO (genetically modified) alfalfa germplasm and related intellectual property assets, as well as the right to develop new GMO-traited alfalfa germplasm. The retained GMO germplasm assets incorporate certain GMO traits that are licensed to DuPont Pioneer from third parties (the "Third Party GMO Traits"). The Company was interested in acquiring the GMO assets at the time it acquired the conventional (non-GMO) alfalfa seed assets, and DuPont Pioneer was interested in selling those assets, but terms could not be agreed-upon, in part because of the need for agreements with the third parties from whom the Third Party GMO Traits are licensed.

The agreements related to the Pioneer Acquisition provide that both the Company and DuPont Pioneer will work towards obtaining the necessary consents from and agreements with third parties such that the GMO assets can be transferred from DuPont Pioneer to the Company. If such consents and agreements are obtained before November 30, 2017, the Company has committed to buy and DuPont Pioneer has committed to sell the GMO assets at a price of $7,000,000 on or before December 29, 2017.

1518

The following unaudited pro forma financial information presents results as if the Pioneer Acquisition occurred on July 1, ~~2013.~~2014.

Three Months Ended Nine Months Ended
March 31 March 31
2015 2014 2015 2014
Revenue $ 30,527,798 $ 23,483,193 $ 62,558,103 $ 56,273,813
Net loss (1,938,976) (320,326) (556,744) (1,404,385)
Net loss per common share - basic and diluted $ (0.15) $ (0.02) $ (0.04) $ (0.11)

For purposes of the pro forma disclosures above, the adjustment for the three months ended March 31, 2015 includes the elimination of acquisition and financing related charges of $111,106, and adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of -108.7%. Refer to Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion on the effective tax rate. The pro forma adjustments for the three months ended March 31, 2015 were nominal as the results of the Pioneer Acquisition are reflected in the Company's Statement of Operations for that period.

		Three months ended
		September 30,
(Unaudited)		2014
Revenue	$	15,644,633
Net loss	$	(263,219)
Net loss per share basic and diluted share	$	(0.02)

The primary adjustments for the three months ended ~~March 31,~~September 30, 2014 include: (i) the reduction of DuPont Pioneer historical revenue to reflect the shift from end customer to wholesale pricing; (ii) the reduction of cost of revenue to remove DuPont Pioneer's historical sales incentives included in cost of sales; (iii) amortization of acquired intangibles of ~~$245,950;~~$349,025; (iv) depreciation of acquired property, plant and equipment of ~~$25,824;~~$110,942; (v) additional interest expense on the convertible notes issued concurrent to the acquisition, including non-cash amortization of debt issuance costs and accretion of debt discount of ~~$1,306,563;~~$1,536,273; (vi) additional interest expense of $75,000 for the promissory included in total consideration for the Pioneer Acquisition; and (vii) adjustments to reflect the additional income tax ~~benefit~~expense assuming a combined ~~Company's~~ effective tax rate of ~~42.1%~~33.4%.

For purposes of the pro forma disclosures above, the primary adjustments for the nine months ended March 31, 2015 include: (i) the reduction of DuPont Pioneer historical revenue to reflect the shift from end customer to wholesale pricing; (ii) the reduction of cost of revenue to remove DuPont Pioneer's historical sales incentives included in cost of sales; (iii) the elimination of acquisition and financing related charges of $1,256,170; (iv) amortization of acquired intangibles of $491,900; (v) depreciation of acquired property, plant and equipment of $51,648; (vi) additional interest expense on the convertible notes issued concurrent to the acquisition, including non-cash amortization of debt issuance costs and accretion of debt discount of $1,083,756; (vii) additional interest expense of $150,000 for the promissory included in total consideration for the Pioneer Acquisition; and (viii) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 24.4%.

The primary adjustments for the nine months ended March 31, 2014 include: (i) the reduction of DuPont Pioneer historical revenue to reflect the shift from end customer to wholesale pricing; (ii) the reduction of cost of revenue to remove DuPont Pioneer's historical sales incentives included in cost of sales; (iii) amortization of acquired intangibles of $737,850; (iv) depreciation of acquired property, plant and equipment of $77,472; (v) additional interest expense on the convertible notes issued concurrent to the acquisition, including non-cash amortization of debt issuance costs and accretion of debt discount of $4,865,885; (vi) additional interest expense of $225,000 for the promissory included in total consideration for the Pioneer Acquisition; and (vii) adjustments to reflect the additional income tax expense assuming a combined Company's effective tax rate of 42.5%.

NOTE 4 - GOODWILL AND INTANGIBLE ASSETS

The following table summarizes the activity of goodwill for the three months ended September 30, 2015 and the year ended June 30, 2015, respectively.

		Balance at				Foreign Currency		Balance at
		July 1, 2015		Additions		Translation		September 30, 2015
Goodwill - United States	$	6,755,317	$	-	$	-	$	6,755,317
Goodwill - Australia		2,874,962		-		(255,010)		2,619,952
	$	9,630,279	$	-	$	(255,010)	$	9,375,269

		Balance at				Foreign Currency		Balance at
		July 1, 2014		Additions		Translation		June 30, 2015
Goodwill - United States	$	1,402,000	$	5,353,317	$	-	$	6,755,317
Goodwill - Australia		3,537,462		-		(662,500)		2,874,962
	$	4,939,462	$	5,353,317	$	(662,500)	$	9,630,279

Intangible assets consist of the following:

		Balance at						Foreign Currency		Balance at		Balance at						Foreign Currency		Balance at
		July 1, 2014		Additions		Amortization		Translation		March 31, 2015		July 1, 2015		Additions		Amortization		Translation		September 30, 2015
Intellectual property	$	6,246,572	$	-	$	(227,120)	$	(1,124,165)	$	4,895,287	$	4,805,951	$	-	$	(64,232)	$	(423,741)	$	4,317,978
Trade name		1,521,864		-		(63,148)		(59,110)		1,399,606		1,377,840		-		(20,446)		(22,280)		1,335,114
Technology/IP		1,043,067		-		(89,220)		-		953,847		924,107		-		(29,740)		-		894,367
Non-compete		471,768		-		(100,219)		(37,592)		333,957		301,354		-		(31,315)		(11,570)		258,469
GI customer list		100,295		-		(5,373)		-		94,922		93,131		-		(1,791)		-		91,340
Grower relationships		2,744,164		83,000		(101,854)		(493,854)		2,231,456		2,183,485		-		(30,118)		(186,153)		1,967,214
Supply agreement		1,380,311		-		(56,724)		-		1,323,587		1,304,679		-		(18,908)		-		1,285,771
Customer relationships		1,082,730		-		(44,172)		(54,553)		984,005		968,619		-		(14,167)		(20,563)		933,889
Distribution agreement		-		5,050,000		(63,125)		-		4,986,875		7,497,750		-		(96,125)		-		7,401,625
Production agreement												558,334		-		(55,833)		-		502,501
Technology/IP - germplasm		-		12,130,000		(101,083)		-		12,028,917		13,117,666		-		(111,166)		-		13,006,500
Technology/IP - seed varieties		-		4,780,000		(79,667)		-		4,700,333		4,872,000		-		(84,000)		-		4,788,000
	$	14,590,771	$	22,043,000	$	(931,705)	$	(1,769,274)	$	33,932,792	$	38,004,916	$	-	$	(557,841)	$	(664,307)	$	36,782,768

		Balance at						Foreign Currency		Balance at		Balance at						Foreign Currency		Balance at
		July 1, 2013		Additions		Amortization		Translation		June 30, 2014		July 1, 2014		Additions		Amortization		Translation		June 30, 2015
Intellectual property	$	6,379,934	$	-	$	(324,631)	$	191,269	$	6,246,572	$	6,246,572	$	-	$	(295,844)	$	(1,144,777)	$	4,805,951
Trade name		1,597,150		-		(85,342)		10,056		1,521,864		1,521,864		-		(83,830)		(60,194)		1,377,840
Technology/IP		1,162,027		-		(118,960)		-		1,043,067		1,043,067		-		(118,960)		-		924,107
Non-compete		602,164		-		(137,595)		7,199		471,768		471,768		-		(132,353)		(38,061)		301,354
GI customer list		107,459		-		(7,164)		-		100,295		100,295		-		(7,164)		-		93,131
Grower relationships		2,802,756		-		(142,613)		84,021		2,744,164		2,744,164		76,000		(133,770)		(502,909)		2,183,485
Supply agreement		1,455,943		-		(75,632)		-		1,380,311		1,380,311		-		(75,632)		-		1,304,679
Customer relationships		1,133,402		-		(59,955)		9,283		1,082,730		1,082,730		-		(58,557)		(55,554)		968,619
Distribution agreement												-		7,690,000		(192,250)		-		7,497,750
Production agreement												-		670,000		(111,666)		-		558,334
Technology/IP - germplasm												-		13,340,000		(222,334)		-		13,117,666
Technology/IP - seed varieties												-		5,040,000		(168,000)		-		4,872,000
	$	15,240,835	$	-	$	(951,892)	$	301,828	$	14,590,771	$	14,590,771	$	26,816,000	$	(1,600,360)	$	(1,801,495)	$	38,004,916

Amortization expense totaled ~~$464,044~~$557,841 and ~~$234,622~~$239,191 for the three months ended ~~March 31, 2015 and 2014, respectively. Amortization expense totaled $931,705 and $711,646 for the nine months ended March 31,~~September 30, 2015 and 2014, respectively. Estimated aggregate remaining amortization is as follows:
2016 2017 2018 2019 2020 Thereafter
Amortization expense $ 1,660,365 $ 2,205,176 $ 2,205,176 $ 2,205,176 $ 2,205,176 $ 26,301,699

2015 2016 2017 2018 2019 Thereafter
Amortization expense $ 461,242 $ 1,844,967 $ 1,836,323 $ 1,836,323 $ 1,836,323 $ 26,117,614

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

Components of property, plant and equipment were as follows:

		March 31,		June 30,		September 30,		June 30,
		2015		2014		2015		2015

Land and improvements	$	2,248,382	$	7,698,811	$	2,227,338	$	2,247,379
Buildings and improvements		5,438,726		2,095,362		6,135,111		5,439,712
Machinery and equipment		3,249,430		1,397,288		3,644,255		3,520,168
Vehicles		966,802		332,714		953,227		940,627
Construction in progress		819,016		44,080		536,903		1,113,137
Total property, plant and equipment		12,722,356		11,568,255		13,496,834		13,261,023

Less: accumulated depreciation		(1,571,013)		(1,211,446)		(2,011,423)		(1,784,087)

Property, plant and equipment, net	$	11,151,343	$	10,356,809	$	11,485,411	$	11,476,936

Depreciation expense totaled ~~$202,107~~$230,955 and ~~$80,759~~$80,568 for the three months ended March 31, 2015 and 2014, respectively. Depreciation expense included in cost of revenue totaled $85,786 and $0 for the three months ended March 31, 2015 and 2014, respectively. Depreciation expense totaled $364,759 and $235,523 for the nine months ended March 31, 2015 and 2014, respectively. Depreciation expense included in cost of revenue totaled $85,789 and $0 for the nine months ended March 31,September 30, 2015 and 2014, respectively.

NOTE 6 - DEBT

Total debts outstanding, excluding convertible debt addressed in Note 7, are presented on the consolidated balance sheet as follows:

						September 30,		June 30,
		March 31, 2015		June 30, 2014		2015		2015
Working capital lines of credit
KeyBank					$	6,136,053	$	-
Wells Fargo	$	10,000,000	$	8,305,235		-		10,000,000
National Australia Bank Limited		4,025,707		7,583,405		3,854,111		3,755,800
Total working capital lines of credit		14,025,707		15,888,640		9,990,164		13,755,800

Current portion of long-term debt
Term loan - Wells Fargo		-		159,030
Term loan - Ally		8,929		8,734		9,061		8,994
Keith facility (machinery & equipment loan) - National Australia Bank Limited						194,587		154,657
Unsecured subordinate promissory note - related party		100,000		100,000		100,000		100,000
Promissory note - SGI selling shareholders						2,000,000		2,000,000
Debt discount - SGI						(26,864)		(40,186)
Total current portion		108,929		267,764		2,276,784		2,223,465

Long-term debt, less current portion
Term loan - Wells Fargo		-		2,220,803
Term loan - Ally		17,863		24,584		13,300		15,590
Term loan - National Australia Bank Limited		443,608		-
Term loan (Keith building) - National Australia Bank Limited						453,440		466,482
Unsecured subordinate promissory note - related party		200,000		300,000		200,000		200,000
Promissory note - SGI selling shareholders		2,000,000		2,000,000
Promissory note - DuPont Pioneer		10,000,000		-
Debt discount - SGI		(53,435)		(92,756)
Promissory note - Dupont Pioneer						10,000,000		10,000,000
Total long-term portion		12,608,036		4,452,631		10,666,740		10,682,072
Total debt	$	12,716,965	$	4,720,395	$	12,943,524	$	12,905,537

~~Since~~21

From 2011 until September 22, 2015, the Company ~~has~~ had ~~an ongoing~~one or more revolving credit facility ~~agreement~~agreements with Wells Fargo Bank, National Association ("Wells Fargo").

In July 2012, the Company and Wells Fargo agreed to add a new term loan in the amount of $2,625,000 (the "Term Loan"). The Term Loan bore interest at a rate per annum equal to 2.35% above LIBOR as specified in the Term Loan. Under the Term Loan, the first installment of monthly principal repayments commenced in August 2012 and continued at a fixed amount per month until the first annual increase in July 2013. Thereafter the amount of monthly principal reduction was subject to annual increases, with the last monthly payment in July 2019. There were annual principal payments in August 2013 andFrom February 21, 2014 ~~in the amount of $56,000, with a final installment, consisting of all remaining unpaid principal due and payable in full on July 5, 2019. In March~~through September 22, 2015, the Company ~~paid off the entire outstanding balance of the Term Loan concurrent with the sale of 759 acres of farmland property located in the Imperial Valley of California.~~

~~On February 21, 2014, the Company entered into new credit agreements~~had two working capital facilities with Wells Fargo ~~and thereby became obligated under new working capital facilities~~ (collectively, the ~~"New~~"Wells Facilities")., both of which terminated as of September 22, 2015. The ~~New~~Wells Facilities ~~include~~included (i) a domestic revolving facility of up to $4,000,000 ~~to refinance the Company's outstanding credit accommodations from Wells Fargo and~~ for working capital purposes, and (ii) an export-import revolving facility of up to $10,000,000 for financing export-related accounts receivable and inventory (the "Ex-Im Revolver").

The availability of credit under the Ex-Im Revolver ~~will be~~was limited to an aggregate of 90% of the eligible accounts receivable (as defined under the credit agreement for the Ex-Im Revolver) plus 75% of the value (as reported under generally accepted accounting principles) of eligible inventory (also as defined under the credit agreement for the Ex-Im Revolver), with the term "value" defined as the lower of cost or fair market value on a first-in first-out basis determined in accordance with generally accepted accounting principles. All amounts due and owing under the New Facilities must be paid in full on or before July 1, 2015. The New Facilities are secured by a first priority lien on accounts receivable and other rights to payment, general intangibles, inventory, and equipment. The New Facilities are further secured by a lien on, and a pledge of, 65% of the stock of the Company's wholly-owned subsidiary, Seed Genetics International Pty Ltd. The New Facilities, as entered into in February 2014, bear interest either at (i) a fluctuating rate per annum determined by Wells Fargo to be 2.25% above the daily one-month LIBOR Rate in effect from time to time, or (ii) a fixed rate per annum determined to be 2.25% above LIBOR in effect on the first day of the applicable fixed rate term. Interest is payable each month in arrears.

Upon the occurrence of an event of default, as defined under the credit agreement for each of the New Facilities (collectively, the "Credit Agreements"), the principal balance due under the Facilities will thereafter bear interest at a rate per annum that is 4% above the interest rate that is otherwise in effect under the Facilities. The Credit Agreements contain customary representations and warranties, affirmative and negative covenants and customary events of default that permit Wells Fargo to accelerate the Company's outstanding obligations under the New Facilities, all as set forth in the Credit Agreements and related documents. The Credit Agreements restrict stock repurchases by the Company in any one-year period to $200,000; however, in October 2014, Wells Fargo agreed to increase the annual limit of stock repurchases to $2,000,000. The financial covenants imposed by Wells Fargo under the Credit Agreements include the following: a consolidated tangible net worth of not less than $30,000,000, measured quarterly; a consolidated debt service coverage ratio of not less than 1.25 to 1.0, measured at each fiscal year end; a maximum consolidated leverage ratio of 1.50 to 1.00, measured quarterly; a consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly; and a consolidated asset coverage ratio of not less than 1.75 to 1.0, measured monthly. As of March 31, 2015, the Company did not meet the covenant requiring consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly. The Company received a letter from Wells Fargo waiving this covenant for the March 31, 2015 reporting period. The Company is in compliance with all other debt covenants at March 31, 2015.

~~As consideration for the Ex-Im Revolver, the Company was required to pay a one-time, non-refundable commitment fee of $100,000 to Wells Fargo.~~Revolver. Pursuant to the terms of a Borrower Agreement between the Company and the Export-Import Bank of the United States (the "Ex-Im Bank"), the Ex-Im Bank ~~agrees~~agreed to guarantee 90% of amounts outstanding and owing under the Ex-Im Revolver.

The ~~Borrower Agreement includes prohibitions against the use of Ex-Im Revolver loan proceeds for certain purposes, including, but not limited~~Wells Facilities were secured by a first priority lien on accounts receivable and other rights to payment, general intangibles, inventory and equipment, subject to the ~~following: (i) servicing any~~priority rights of the senior secured debentures issued by the Company in December 2014 and Pioneer Hi-Bred International, Inc. The Wells Facilities were further secured by a lien on, and a pledge of, 65% of the stock of the Company's ~~pre-existing or future indebtedness unless approved by~~wholly-owned subsidiary, S&W Australia Pty Ltd. The Wells Facilities were subject to customary representations and warranties, affirmative and negative covenants and customary events of default.

The interest rate on the Ex-Im Bank in writing; (ii) acquiring fixed assets or capital assets for use in the Company's business; (iii) acquiring, equipping or renting commercial space outside of the United States; and (iv) paying the salaries of non-U.S. citizens or non-U.S. permanent residents who are located outside of the United States, or in connection with a retainage or warranty unless approved by the Ex-Im Bank in writing. The Borrower Agreement also requires the Company to comply with certain minimum security requirements and related borrowing base limitations, including that the export-related borrowing base equal or exceeds the aggregate outstanding amount of loan disbursements.

On February 27, 2015, the Company executed and entered into a Third Amendment to Credit Agreement and Revolving Line of Credit Note with respect thereto, and a Third Amendment to Ex-Im Working Capital Guarantee Credit Agreement and Revolving Line of Credit Note with respect thereto (collectively, the "Amendments"). Pursuant to the Third Amendments, the respective principal amounts available under the Credit Agreements and the Ex-Im Revolver remain unchanged, with the maturity date extended to July 1, 2015. Under the Third Amendments, both the Credit Agreement Note and the Ex-Im Revolver bear interestWells Facilities was either (i) at a fluctuating rate per annum determined by Wells Fargo to be 2.75% above the daily one-month LIBOR Rate in effect from time to time (increased from 2.25%), or (ii) at a fixed rate per annum determined to be 2.75% (increased from 2.25%) above LIBOR in effect on the first day of the applicable fixed rate term. ~~The Third Amendments include minimal changes to certain financial covenants, including~~On September 22, 2015, the ~~manner in which~~Company paid all outstanding principal and accrued interest owing under the ~~net income financial covenant (itself unchanged) is calculated for~~Wells Facilities.

On September 22, 2015, the ~~period ended March 31, 2015~~Company and KeyBank National Association ("KeyBank") entered into a credit and securities agreement and related agreements with respect to a $20,000,000 aggregate principal amount revolving credit facility (the "KeyBank Credit Facility"). In addition to paying off the ~~Asset Coverage Ratio,~~Wells Facility, the proceeds from advances under the KeyBank Credit Facility are to be used for ongoing working capital requirements and to provide for general corporate purposes. All amounts of unpaid principal and interest due under the KeyBank Credit Facility must be paid in full on or before September 21, 2017 (the "Maturity Date").

The KeyBank Credit Facility generally establishes a borrowing base of up to 85% of eligible accounts receivable (90% if insured), plus up to 65% of eligible inventory, subject to lender reserves. Loans may be based on a Base Rate or Eurodollar Rate (which is increased by an applicable margin of 2% per annum), generally at the Company's option. In the event of a default, at the option of KeyBank, the interest rate on all obligations owing will increase by 3% per annum over the rate otherwise applicable. The Company shall maintain one or more lockbox or cash collateral accounts at KeyBank, in KeyBank's name, which ~~also remains unchanged,~~shall provide for the ~~addition~~collection and remittance of all proceeds from sales of Company product (which is collateral for the Credit Facility) on a daily basis. Subject to certain exceptions, the KeyBank Credit Facility is secured by a first priority perfected security interest in all the Company's now owned and after acquired tangible and intangible assets as well as the assets of the ~~requirement that such ratio be maintained at any time rather than as~~Company's domestic subsidiaries, which have guaranteed the Company's

obligations under the KeyBank Credit Facility. The KeyBank Credit Facility is further secured by a lien on, and a pledge of, ~~month end.~~

~~On March 27, 2015,~~65% of the stock of S&W Australia Pty Ltd., the Company's wholly-owned subsidiary. With respect to its security interest and/or lien, KeyBank has entered into an intercreditor and subordination agreement with Hudson Bay Fund LP (as agent for the holders of the senior secured debentures issued by the Company ~~entered into a Fourth Amendment to~~in December 2014) and Pioneer Hi-Bred International, Inc. The KeyBank Credit Agreement contains customary representations and ~~a Fourth Amendment to Ex-Im Working Capital Guarantee~~warranties, affirmative and negative covenants and customary events of default. The Company is in compliance with all covenants at September 30, 2015. The outstanding balance on the KeyBank Credit Agreement, the purpose of which was to permit the Company to enter into a new guarantee with National Australia Bank Limited ("NAB") in connection with amended credit facilities to be consummated between NAB and SGI.Facility is $6,136,053 at September 30, 2015.

On October 1, 2012, the Company issued a five-year subordinated promissory note to Imperial Valley Seeds, Inc. in the principal amount of $500,000 (the "IVS Note"), with a maturity date of October 1, 2017 (the "Maturity Date"). The IVS Note ~~will accrue~~accrues interest at a rate ~~per annum~~ equal to one-month LIBOR at closing plus 2%, which equals 2.2%. Interest ~~will be~~is payable in five annual installments, in arrears, ~~commencing~~ on October 1 ~~2013, and on~~of each ~~succeeding anniversary thereof through and including the Maturity Date (each, a "Payment Date") and on the Maturity Date.~~year. Amortizing payments of the principal of $100,000 will also be made on each ~~Payment Date,~~October 1, with any remaining outstanding principal and accrued interest payable on the Maturity Date. The outstanding balance on the IVS Note was $300,000 at ~~March 31,~~September 30, 2015.

In March 2013, the Company entered into a term loan for a vehicle purchase. The loan is payable in 59 monthly installments and matures in February 2018. The loan bears interest at a rate of 2.94% per annum.

On April 1, 2013, the Company issued a three-year subordinated promissory note to the selling shareholders of SGI in the principal amount of US $2,482,317 (the "SGI Note"), with a maturity date of April 1, 2016 (the "SGI Maturity Date"). The SGI note is non-interest bearing. A principal payment of $482,317 was made in October 2013, and the remaining $2,000,000 will be paid at ~~the SGI Maturity Date.~~maturity. Since the note is non-interest bearing, the Company recorded a debt discount of $156,880 at the time of issuance for the estimated net present value of the obligation and accretes the net present value of the SGI Note obligation up to the face value of the SGI Note obligation using the effective interest method as a component of interest expense. Accretion of the debt discount totaled ~~$13,178~~$13,322 and ~~$39,320~~$13,035 for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2015 and 2014, respectively. ~~Accretion of the debt discount was charged to the consolidated statement of operations.~~

On December 31, 2014 the Company issued a three-year secured promissory note to DuPont Pioneer in the initial principal amount of $10,000,000 (the "Pioneer Note"), with a maturity date of December 31, ~~2017 (the "Pioneer Maturity Date").~~2017. The Pioneer Note ~~will accrue~~accrues interest at 3% per annum. Interest will be payable in three annual installments, in arrears, commencing on December 31, ~~2015, and on each succeeding anniversary thereof through and including the Pioneer Maturity Date. The principal balance remains outstanding until maturity on December 31, 2017.~~2015.

SGI finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility with NAB. The current facility, ~~expires on April 1,~~referred to as the 2015 ~~(the "NAB Facility Agreement"), and~~NAB Facilities, was amended as of March 31, 2015 ~~$4,025,707~~and expires on March 31, 2016. As of September 30, 2015, AUD $5,524,815 (USD $3,854,111) was outstanding under ~~this facility. The~~the 2015 NAB ~~credit facilities have been renewed and amended subsequent to March 31, 2015. Refer to subsequent events Footnote 14 for further discussion.~~Facilities.

The 2015 NAB ~~Facility Agreement~~Facilities, as currently in effect, comprises ~~several~~two distinct facility ~~lines, including~~lines: (i) an overdraft facility ~~(AUD~~(the "Overdraft Facility"), having a credit limit of AUD $980,000 ~~limit which translated to USD $799,288~~(USD $683,648 at ~~March 31,~~September 30, 2015) and ~~an interchangeable market~~a trade refinance facility (the "Trade Refinance Facility"), having a credit limit of AUD $12,000,000 (USD $8,371,200 at September 30, 2015).

The Trade Refinance Facility permits SGI to borrow funds for periods of up to 180 days, at SGI's discretion, provided that the term is consistent with its trading terms. Interest for each drawdown is set at the time of the drawdown as follows: (i) for Australian dollar drawings, based on the Australian Trade Refinance Rate plus 1.5% per annum and (ii) for foreign currency drawings, based on the British Bankers' Association Interest Settlement Rate for the relevant foreign currency for the relevant period, or if such rate ~~facility~~is not available, the rate reasonably determined by NAB to be the appropriate equivalent rate, plus 1.5% per annum. As of September 30, 2015, the Trade Refinance Facility accrued interest on Australian dollar drawings at approximately 5.18%, calculated daily. The Trade Refinance Facility is secured by a lien on all the present and ~~an overseas bills purchased facility (AUD $5,500,000 combined limit which translated~~future rights, property and undertakings of SGI, the mortgage on SGI's Keith, South Australia property and the Company's corporate guarantee (up to a maximum of USD ~~$4,485,800 at March 31, 2015)~~$13,000,000).

The Overdraft Facility permits SGI ~~may access~~to borrow funds on a revolving line of credit up to the ~~facilities in combination; however, each facility bears interest at a unique~~credit limit. Interest accrues daily and is calculated by applying the daily interest rate calculated per pricing period -` an interval (ranging from 7 to 180 days) between interest rate adjustments. Each facility's interest rate is calculated as the sum of an applicable indicator rate plus customer margin. The indicator rate for the market rate facility is equal to the ~~"bid rate" quoted on~~balance owing at the ~~Bank Bill Swap Bid (BBSY) page~~end of the ~~Reuters Monitor System at or about 10:15 a.m. Sydney Time on~~day and is payable monthly in arrears. As of September 30, 2015, the banking date immediately preceding the commencement of the applicable pricing period. Under the market rate facility, the customer margin is equal to 2.35% per annum. Currently, SGI's facilities accrueOverdraft Facility accrued interest at approximately ~~the following effective rates: market rate facility at 6.6% calculated daily; overseas bills purchased facility at 3.6% to 3.9% calculated daily; and overdraft facility at 7.6%~~7.12% calculated daily.

For ~~all NAB facilities,~~both the Overdraft Facility and the Trade Refinance Facility, interest is payable each month in arrears. In the event of a default, as defined in the NAB Facility Agreement, the principal balance due under the facilities will thereafter bear interest at an increased rate per annum above the interest rate that would otherwise have been in effect from time to time under the terms of each facility (~~e.g.~~i.e., the interest rate increases by 4.5% per annum under the ~~market rate~~Trade Refinance Facility and ~~overdraft facilities~~the Overdraft Facility upon the occurrence of an event of default).

The 2015 NAB ~~facility is secured by a fixed and floating lien over all the present and future rights, property and undertakings of SGI. The NAB facility~~Facilities contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the NAB ~~Facility Agreement.~~facility agreements.

Both facilities constituting the 2015 NAB Facilities are secured by a fixed and floating lien over all the present and future rights, property and undertakings of SGI and are guaranteed by the Company as noted above. The 2015 NAB Facilities contain customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the NAB facility agreements. SGI was in compliance with all NAB debt covenants at ~~March 31,~~September 30, 2015.

Effective April 21, 2014, the Company agreed to become the guarantor for the NAB Facility and thereby released the SGI's founders from their personal guarantees to NAB. Pursuant to the terms of the 2014 guarantee, in the event of a payment default by SGI and the NAB's exhaustion of all available remedies under the NAB Facility, the Company agrees to pay all unpaid amounts due and owing from SGI to NAB under the NAB Facility up to AUD $10.0 million.

In January 2015, NAB and SGI entered into a new business markets - flexible rate loan (the "Keith Building Loan") in the amount of AUD $650,000 ~~which translates to USD $499,785~~(USD $453,440 at ~~March 31, 2015,~~September 30, 2015), and a ~~Trade Refinance Facility~~machinery and equipment facility (the "Keith Machinery and Equipment Facility") ~~for~~of up to AUD $1,350,000 ~~which translates to USD $1,038,015~~(USD $941,760 at ~~March 31, 2015.~~September 30, 2015). The Keith Building Loan and the Keith Machinery and Equity Facility, collectively referred to as the Keith Credit Facilities, have a combined maximum credit ~~facilities~~amount of AUD $2,000,000 (USD $1,395,200 at September 30, 2015). The Keith Credit Facilities are being used for the construction of a new building on SGI's Keith, South Australia property and for the machinery and equipment to be purchased for use in the operations of the new building. The Keith Building Loan ~~expires~~matures on November 30, 2024. The interest rate on the Keith Building Loan varies from pricing period to pricing period (each such period approximately 30 days), based on the weighted average of a specified basket of interest rates ~~(6.12%~~(5.945% as of ~~March 31,~~September 30, 2015). Interest is payable each month in arrears. The Keith Machinery and Equipment Facility permits SGI to draw down amounts up to the maximum of AUD $1,350,000 (USD $941,760) for periods of up to 180 days, in SGI's discretion, provided the term is consistent with SGI's trading terms. ~~This facility~~The Keith Machinery and Equipment Facility bears interest, payable in arrears, based on the Australian Trade Refinance Rate quoted by NAB at the time of the drawdown, plus 2.9%. The two Keith ~~credit facilities~~Credit Facilities contain customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the facility agreement. They are secured by a lien on all the present and future rights, property and undertakings of SGI, the Company's corporate guarantee and a mortgage on SGI's Keith, South Australia property. At ~~March 31,~~September 30, 2015, the principal balance on the Keith Building Loan was AUD ~~$576,939~~$650,000 (USD ~~$443,608)~~$453,440), and the principal balance on the Keith Machinery and Equipment Facility was AUD $0$278,938 (USD ~~$0)~~$194,587).

2124

The annual maturities of short-term and long-term debt (excluding debt discount), excluding convertible debt addressed in Note 7, are as follows:

Fiscal Year		Amount		Amount

2015	$	2,208
2016		2,108,995	$	2,301,357
2017		164,713		144,142
2018		10,161,777		10,158,649
2019		55,451		73,248
2020				73,248
Thereafter		277,256		219,744
Total	$	12,770,400	$	12,970,388

NOTE 7 - SENIOR CONVERTIBLE NOTES AND WARRANTS

On December 31, 2014, the Company consummated the sale of senior secured convertible debentures (the "Debentures") and common stock purchase warrants (the "Warrants") to various institutional investors ("Investors") pursuant to the terms of a securities purchase agreement among the Company and the Investors. At closing, the Company received $27,000,000 in gross proceeds. Offering expenses of ~~$1,915,417~~$1,931,105 attributed to the Debentures were recorded as deferred financing fees and recorded as a debt discount ~~on the consolidated balance sheet~~ and offering expenses of ~~$424,433~~$424,113 attributed ~~derivative~~to the warrants were expensed ~~to the statement of operations~~ during the ~~nine months~~year ended ~~March 31,~~June 30, 2015. The net proceeds were paid directly to DuPont Pioneer in partial consideration for the purchase of certain Pioneer assets, the closing for which also took place on December 31, 2014. See Note 3 for further discussion of the Pioneer Acquisition.

Debentures

The Debentures are due and payable on November 30, 2017, unless earlier converted or redeemed. The Debentures bear interest on the aggregate unconverted and then outstanding principal amount at 8% per annum, payable in arrears monthly beginning February 2, 2015. Commencing on the occurrence of any Event of Default (as defined in the Debentures) that results in the eventual acceleration of the Debentures, the interest rate will increase to 18% per annum. The monthly interest is payable in cash, or in any combination of cash or shares of the Company's common stock at the Company's option, provided certain "equity conditions" defined in the Debentures are satisfied.

Beginning on July 1, 2015, the Company iswas required to make monthly payments of principal as well, payable in cash or any combination of cash or shares of its common stock at the Company's option, provided all of the applicable equity conditions are satisfied. The Debentures contain certain rights of acceleration and deferral at the holder's option in the event a principal payment is to be made in stock and contains certain limited acceleration rights of the Company, ~~if it has elected to redeem in cash and~~ provided certain conditions are satisfied.

~~The Debentures provide for redemption of up to $5,000,000 in principal amount, payable in cash without prepayment penalty, if redeemed by July 1, 2015. Such early redemption is~~25

As required ~~in the event of certain real estate sales and otherwise is optional. In accordance with~~under the terms of the Debentures, following the sale of 759 acres of farmland property in the Imperial Valley of California in March 2015, which resulted in sale proceeds of $7,100,000, the Company redeemed $5,000,000 in principal amount of the ~~Debentures on a~~~~pro rata~~ ~~basis. At March 31, 2015, the Company has outstanding $22,000,000 in principal amount of the Debentures following the real estate sale redemption.~~Debentures. The reduction in principal was applied on the back end of the term, ~~and as a result, does not reduce~~moving the ~~dollar amount of the monthly redemption payments that commence on July 1, 2015, but does have the effect of reducing the term of the Debentures~~final scheduled payment from December 1, 2017 to June 1, 2017.

~~Following~~As of September 30, 2015, the ~~real estate redemption,~~scheduled principal payments on the Company may otherwise redeem the Debentures before maturity upon payment of the optional redemption price, which is equal to 120% of the sum of the principal amount of the Debentures, all accrued and unpaid interest, all other interest that would accrue if theconvertible notes are as follows:

Fiscal Year		Amount

2016	$	10,076,355
2017		9,736,453
2018		-
2019		-
2020		-
Thereafter		-
Total	$	19,812,808

The Debentures were held to maturity and any unpaid liquidated damages that may be assessed under any of the transaction documents, including the Securities Purchase Agreement, the Registration Rights Agreement and the Warrants. The Debentures areinitially convertible, at the holder's option, into the Company's common stock at ~~an initial~~a conversion price of ~~$5.00, subject~~$5.00. Pursuant to ~~adjustment~~the terms of the Debentures, the conversion price was reset to $4.63 on September 30, 2015. As of September 30, 2015, the remaining outstanding Debentures were potentially convertible into 4,279,224 shares. No further adjustments of the conversion price are provided for, ~~stock splits, reverse~~except in the case of stock splits and similar recapitalization events. If, on September 30, 2015, the conversion price of $5.00 exceeds the arithmetic average of the 10 lowest daily volume weighted average prices ("VWAPs") of the common stock during the 20 consecutive trading days ending on the trading day that is immediately prior to September 30, 2015 the conversion price will adjust to that arithmetic average but in no event will the price be reset below $4.15 (as adjusted for any stock dividends, stock split, stock combination, reclassification or similar transaction occurring after December 30, 2014). The Company has a one-time optional forced conversion right, exercisable if specified conditions are satisfied.

The Debentures are the Company's senior secured obligations, subject only to certain secured obligations of ~~Wells Fargo~~KeyBank and DuPont Pioneer (limited to a purchase money security interest in the purchased assets). The rights of ~~Wells Fargo,~~KeyBank, DuPont Pioneer and the holders of the Debentures are set forth in an inter-creditor and subordination agreement that was entered into in connection with the closing of the issuance of the Debentures.

Warrants

The Warrants entitle the holders to purchase, in the aggregate, 2,699,999 shares of common stock. The Warrants are exercisable ~~beginning June 30, 2015 and expire~~through their expiration on June 30, 2020, unless earlier redeemed. The Warrants ~~are~~were initially exercisable at an exercise price equal to ~~$5.00, subject to adjustment for stock splits, combinations or similar recapitalization events. If, on~~$5.00. On September 30, 2015, pursuant to the terms of the Warrants, the exercise price then in effective exceeds the arithmetic average of the 10 lowest daily VWAPs of the Company's common stock during the 20 consecutive trading days ending on the trading day that is immediately prior to September 30, 2015 then the exercise price for the Warrants will behas been reset to that arithmetic average, but in no event will the reset price fall below $4.15 (as adjusted for any stock dividends, stock split, stock combination, reclassification or similar transaction occurring after December 30, 2014).$4.63. In addition, if the Company issues or is deemed to have issued securities at a price lower than the then applicable exercise price during the three year period ending December 31, 2017, the exercise price of the Warrants will adjust based on a weighted average anti-dilution formula ("down-round protection"). The Warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the Warrants, the Warrants may be exercised on a cashless basis. At any time ~~after July 1, 2015, provided~~ that (i) all equity conditions set forth in the Warrant have been satisfied, and (ii) the closing sales price of the common stock equals or exceeds $12.00 for 15 consecutive trading days (subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events), the Company may redeem all or any part of the Warrants then outstanding for cash in an amount equal to $0.25 per Warrant.

Accounting for the Conversion Option and Warrants

~~The aggregate gross proceeds of $27,000,000 were allocated between the Debentures and the Warrants.~~ Due to the down-round price protection included in the terms of the Warrants, the Warrants are treated as a derivative liability in the consolidated balance sheet, measured at fair value and marked to market each reporting period until the earlier of the Warrants being fully exercised or December 31, 2017, when the down-round protection expires. The initial fair value of the Warrants on December 31, 2014 was $4,862,000. At September 30, 2015, the fair value of the Warrants was estimated at $5,719,000. The ~~Warrants~~warrants were ~~initially~~ valued at September 30, 2015 using the Monte Carlo simulation model, under the following assumptions: (i) remaining expected life of ~~5.5~~4.75 years, (ii) volatility of ~~53.4%~~52.1%, (iii) risk-free interest rate of ~~1.65%~~1.37%, and (iv) dividend rate of zero. ~~The exercise price re-set feature was captured within~~

$22,138,000 of the Monte-Carlo simulation by creating a series of stock price paths and examining whether or not the simulated stock price was less than the original stated exercise price. If the simulated value was less, the exercise price was adjusted downward using the formula per the warrant purchase agreement. If the simulated stock price was higher, the exercise price remained set at the originally stated exercise price.

~~The remaining $22,138,000 of~~initial proceeds was allocated to the Debentures. The required redemption contingent upon the real estate sale was determined to be an embedded derivative not clearly and closely related to the borrowing. As such, it was bifurcated and treated as a derivative liability, recorded initially at its fair value of $150,000, leaving an allocation to the host debt of $21,988,000. The difference between the initial amount allocated to the borrowing and the face value of the Debentures ~~will be~~is being amortized over the term of the Debentures using the effective interest method. Debt issuance costs totaling $1,931,105 are also being amortized over the term of the Debentures using the effective interest method. In addition, ~~debt issuance costs totaling $1,915,417 are being amortized over~~ the ~~term~~reduction in the conversion price of the Debentures ~~using the effective interest method.~~

~~While the conversion feature~~as of ~~the Debentures does not require separate accounting as either a derivative or an equity component, the potential reset of the conversion price on~~ September 30, 2015 ~~created a contingent beneficial conversion feature. If the conversion price is adjusted at September 30, 2015 to a price less than $4.88 per share,~~resulted in a beneficial conversion feature ~~will be~~of $871,862, which was recognized at that time. Initially, the maximum beneficial conversion feature was approximately $3,900,000, based on a potential reset to the floor of $4.15 per share. The redemption of $5,000,000 in principal amount of Debentures means that the maximum beneficial conversion feature that may be recognized has decreased to $3,200,000. Any beneficial conversion feature recognized will reduce the recognized value of the debt and be treated as additional debt discount ~~which will be accreted~~and an increase to ~~interest expense over the remaining term of the Debentures.~~additional paid-in capital.

Accounting for the Redemption

The redemption of $5,000,000 in principal amount of the Debentures was accounted for as a partial extinguishment of the borrowing, as well as the settlement of the derivative recognized initially. The redemption resulted in a loss of ~~$1,146,090,~~$1,183,687, which iswas included in the interest expense - amortization of debt discount line item on the consolidated statement of ~~operations.~~operations for the three months ended March 31, 2015.

~~The annual maturities of~~Total convertible ~~notes are~~debt outstanding, excluding debt addressed in Note 6, is presented on the consolidated balance sheet as follows:

Fiscal Year Amount

     2015 $ -
     2016 11,172,414
     2017 10,827,586
     2018 -
     2019 -
Thereafter -
Total $ 22,000,000

		September 30, 2015		June 30, 2015
Current portion of convertible debt, net
Senior secured convertible notes payable	$	11,963,054	$	11,274,678
Debt discount		(2,350,476)		(2,008,749)
Total current portion		9,612,578		9,265,929

Convertible debt, net, less current portion
Senior secured convertible notes payable		7,849,754		10,679,804
Debt discount		(1,542,302)		(1,902,763)
Total long-term portion		6,307,452		8,777,041
Total convertible debt, net	$	15,920,030	$	18,042,970

NOTE 8 - WARRANTS

The following table summarizes the warrants outstanding at ~~March 31,~~September 30, 2015:

	Issue	Warrants		Exercise Price	Expiration	Issue Date		Exercise Price Per Share / Unit	Expiration Date	Outstanding as of June 30, 2015	New Issuances	Expired	Outstanding as of September 30, 2015
	Date	Outstanding		Per Share / Unit	Date

Class B warrants	May 2010	1,421,000	$	11.00	May 2015
Underwriter warrants - units	May 2010	119,000	$	13.20	May 2015
Underwriter warrants	May 2012	50,000	$	6.88	Feb 2017	May 2012	$	6.88	Feb 2017	50,000	-	-	50,000
Warrants	Dec 2014	2,699,999	$	5.00	Jun 2020	Dec 2014	$	4.63	Jun 2020	2,699,999	-	-	2,699,999
		4,289,999								2,749,999	-	-	2,749,999

The warrants issued in December 2014 are subject to down-round price protection. See Note 7 for further discussion.

NOTE 9 - FOREIGN CURRENCY CONTRACTS

The Company's subsidiary, SGI, is exposed to foreign currency exchange rate fluctuations in the normal course of its business, which the Company manages through the use of foreign currency forward contracts. These foreign currency contracts are not designated as hedging instruments; accordingly, changes in the fair value are recorded in current period earnings. These foreign currency contracts have a notional value of ~~$2.4 million~~$9,114,210 at ~~March 31,~~September 30, 2015 and maturities range from ~~April~~October 2015 to ~~July 2015.~~January 2016.

The Company records an asset or liability on the consolidated balance sheet for the fair value of the foreign currency forward contracts. The foreign currency contract liabilities totaled ~~$25,032~~$617,053 at ~~March 31,~~September 30, 2015 compared to a foreign currency contract ~~asset~~liabilities of ~~$627~~$59,116 at June 30, ~~2014.~~2015. The Company recorded a loss on foreign exchange contracts of ~~$116,004 and $445,468,~~$715,473 which is reflected in cost of revenue for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2015. The Company recorded a ~~gain~~loss on foreign exchange contracts of ~~$0 and $111,194 during the three and nine months ended March 31, 2014,~~$39,709 which is reflected in cost of ~~revenue.~~revenue for the three months ended September 30, 2014.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Commitments

In the Pioneer Acquisition, DuPont Pioneer retained ownership of its GMO (genetically modified) alfalfa germplasm and related intellectual property assets, as well as the right to develop new GMO-traited alfalfa germplasm. The retained GMO germplasm assets incorporate certain GMO traits that are licensed to DuPont Pioneer from third parties (the "Third Party GMO Traits").

Pursuant to the terms of the Asset Purchase and Sale Agreement for the Pioneer Acquisition, if required third party consents are received prior to November 30, 2017 and subject to the satisfaction of certain other conditions specified in the Asset Purchase and Sale Agreement, either the Company or DuPont Pioneer has the right to enter into (and require the other party to enter into) on December 29, 2017 (or such earlier date as the parties agree) a proposed form of asset purchase and sale agreement, as the same may be updated in accordance with the terms of the Asset Purchase and Sale Agreement, pursuant to which Company would acquire additional GMO germplasm varieties and other related assets from DuPont Pioneer for a purchase price of $7,000,000.

Contingencies

The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company's financial condition, results of operations or cash flows.

NOTE 11 - RELATED PARTY TRANSACTIONS

Grover T. Wickersham, a member of the Company's Board of Directors, has a non-controlling ownership interest in Triangle T Partners, LLC ("TTP") and served as a member of its Board of Managers until his resignation in December 2012. The Company used the services of TTP employees and TTP equipment in connection with harvesting certain alfalfa seed fields farmed by the Company during the first quarter of fiscal 2015 and 2014. In addition, the Company purchased alfalfa seed from TTP during such periods. The Company incurred $400 and $79,033 of charges from TTP for its services and costs in connection with farming operations and seed purchases during the three and nine months ended March 31, 2015, respectively. The Company incurred $0 and $98,765 of charges from TTP for its services and costs in connection with farming operations during the three and nine months ended March 31, 2014 respectively. Amounts due to TTP totaled $0 at March 31, 2015 and $100,500 at June 30, 2014, respectively.

Glen D. Bornt, a member of the Company's Board of Directors, is the founder and President of Imperial Valley Milling Co. ("IVM"). He is its majority shareholder and a member of its Board of Directors. Fred Fabre, the Company's Vice President of Sales and Marketing, is a minority shareholder of IVM. IVM had a 15-year supply agreement with Imperial Valley Seeds, Inc., ("IVS") and this agreement was assigned by IVS to the Company when it purchased the assets of IVS in October 2012. IVM contracts with alfalfa seed growers in California's Imperial Valley and sells its growers' seed to the Company pursuant to a supply agreement. Under the terms of the supply agreement, IVM's entire certified and uncertified alfalfa seed production ~~will~~must be offered and sold to the Company, and the

Company ~~will have~~has the exclusive option to purchase all or any portion of IVM's seed production. The Company paid ~~$7,678,966~~$2,240,952 to IVM during the ~~nine~~three months ended ~~March 31,~~September 30, 2015. Amounts due to IVM totaled ~~$2,358,130~~$3,734,727 and ~~$651,611~~$834,158 at ~~March 31,~~September 30, 2015 and June 30, ~~2014,~~2015, respectively.

Simon Pengelly, SGI's Chief Financial Officer, has a non-controlling ownership interest in the partnership Bungalally Farms ("BF"). BF is one of SGI's contract alfalfa seed growers. SGI currently has entered into seed production contracts with BF on the same commercial terms and conditions as with the other growers with whom SGI contracts for alfalfa seed production. During ~~fiscal year~~three months ended September 30, 2015, the Company purchased a total of ~~$339,910~~$12,105 of alfalfa seed that BF grew and sold to SGI under contract seed production agreements. SGI currently has seed production agreements with BF for 123 hectares of various seed varieties as part of its contract production for which SGI paid BF the same price it agreed to pay its other growers. Mr. Pengelly did not personally receive any portion of these funds. Amounts due to BF totaled ~~$386,693~~$161,865 and $293,772 at ~~March 31,~~September 30, 2015 and ~~$373,341 at~~ June 30, ~~2014.~~2015, respectively.

NOTE 12 - EQUITY-BASED COMPENSATION

2009 Equity Incentive Plan

In October 2009 and January 2010, the Company's Board of Directors and stockholders, respectively, approved the 2009 Equity Incentive Plan (the "2009 Plan"). The plan authorized the grant and issuance of options, restricted shares and other equity compensation to the Company's directors, employees, officers and consultants, and those of the Company's subsidiaries and parent, if any. In October 2012 and December 2012, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,250,000 shares. In September 2013 and December 2013, the Company's Board of Directors and stockholders, respectively, approved the amendment and restatement of the 2009 Plan, including an increase in the number of shares available for issuance as grants and awards under the Plan to 1,700,000 shares.

The term of incentive stock options granted under the 2009 Plan may not exceed ten years, or five years for incentive stock options granted to an optionee owning more than 10% of the Company's voting stock. The exercise price of options granted under the 2009 Plan must be equal to or greater than the fair market value of the shares of the common stock on the date the option is granted. An incentive stock option granted to an optionee owning more than 10% of voting stock must have an exercise price equal to or greater than 110% of the fair market value of the common stock on the date the option is granted.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest. The Company amortizes stock-based compensation expense on a straight-line basis over the requisite service period.

Beginning with the quarter ended December 31, 2014, the Company began utilizing a Black-Scholes-Merton option pricing model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of the Company's common stock to estimate the fair value of employee options grants. The fair value of grants issued prior to the quarter ended December 31, 2014 were estimated using a lattice model. The weighted average assumptions used in the Black-Scholes-Merton model were:~~( i)~~ (i) 1.4% - 1.5% risk free rate of interest; (ii) 0% dividend yield and (iii) 50.8% volatility of common stock. The Company applied forfeiture assumptions of 5.2%-14.9% to the estimated fair values to determine the net expense to record in the consolidated financial statements.

On December 8, 2012, the Company granted 175,000 stock options to its directors, officers, and employees at an exercise price of $7.20, which was the closing price for the Company's common stock on the date of grant. These options vest in equal quarterly installments over one- and three-year periods, commencing on January 1, 2013, and expire five years from the date of grant. During the year ended June 30, 2014, the Company granted 270,000 stock options to its officers and employees at exercise prices ranging from $5.94 to $8.29, which was the closing price for the Company's common stock on the respective dates of grant. These options vest in equal quarterly installments over periods ranging from six months to three years and expire five years from the date of grant. During the ~~nine months~~year ended ~~March 31,~~June 30, 2015, the Company granted 227,197 stock options to its directors, officers and employees at

exercise prices ranging from $3.61 to $6.25. These options vest in equal quarterly installments over periods ranging from one to three years and expiration dates range from five to ten years from the date of grant. During the three months ended September 30, 2015, the Company granted 123,500 stock options to its directors and officers at an exercise price of $4.76. These options vest in quarterly installments over periods ranging from one to three years and expire ten years from the date of grant.

A summary of stock option activity for the ~~year ended June 30, 2014 and nine~~three months ended ~~March 31,~~September 30, 2015 and 2014 is presented below:

				Weighted -				Weighted -
			Weighted -	Average			Weighted -	Average
			Average	Remaining			Average	Remaining		Aggregate
	Number		Exercise Price	Contractual	Number		Exercise Price	Contractual		Intrinsic
	Outstanding		Per Share	Life (Years)	Outstanding		Per Share	Life (Years)		Value
Outstanding at June 30, 2013	827,000	$	4.74	2.8
Granted	270,000		6.44	4.5
Exercised	-		-	-
Canceled/forfeited/expired	(10,000)		4.10	1.6
Outstanding at June 30, 2014	1,087,000		5.17	2.5	1,087,000	$	5.17	2.5	$	1,562,712
Granted	227,197		3.89	9.9	227,197		3.89	9.5		-
Exercised	(370,000)		4.00	-	(400,000)		4.00	-		-
Canceled/forfeited/expired	(12,500)		-	-	(12,500)		7.75	-		-
Outstanding at March 31, 2015	931,697		5.28	4.3
Options vested and exercisable at March 31, 2015	561,378	$	5.53	2.3
Outstanding at June 30, 2015					901,697		5.33	4.1		392,850
Granted					123,500		4.76	9.8		-
Exercised					-		-	-		-
Canceled/forfeited/expired					-		-	-		-
Outstanding at September 30, 2015					1,025,197		5.26	4.7		262,090
Options vested and exercisable at September 30, 2015					638,887		5.54	2.7		142,820
Options vested and expected to vest as of September 30, 2015					1,023,801	$	5.26	4.6	$	261,157

The weighted average grant date fair value of options granted and outstanding at ~~March 31,~~September 30, 2015 was ~~$1.06.~~$1.19. At ~~March 31,~~September 30, 2015, the Company had ~~$444,488~~$519,825 of unrecognized stock compensation expense, net of estimated forfeitures, related to the options under the 2009 Plan, which will be recognized over the weighted average remaining service period of ~~2.3~~2.2 years. The Company settles employee stock option exercises with newly issued shares of common stock.

On May 7, 2012, the Company issued 73,000 shares of restricted common stock to certain members of the executive management team. The restricted common shares vest annually in equal installments over a three-year period, commencing one year from the date of the grant. The Company recorded $35,967 and $36,500 of stock-based compensation expense associated with this grant during the three months ended March 31, 2015 and 2014, respectively. The Company recorded $109,500 and $109,500 of stock-based compensation expense associated with this grant during the nine months ended March 31, 2015 and 2014, respectively. The value of the award was based on the closing stock price on the date of grant.

~~A summary of activity related to non-vested restricted shares is presented below:~~

Nine Months Ended March 31, 2015
Weighted -
Weighted - Average
Number of Average Remaining
Nonvested Grant Date Contractual
Restricted Shares Fair Value Life (Years)
Beginning nonvested restricted shares outstanding 24,332 $ 6.00 -
Granted - - -
Vested - - -
Forfeited - - -
Ending nonvested restricted shares outstanding 24,332 $ 6.00 0.1

At March 31, 2015, the Company had $14,786 of unrecognized stock compensation expense related to the restricted stock grants, which will be recognized over the weighted average remaining service period of 0.1 years.

On March 16, 2013, the Company issued 280,000 restricted stock units to certain members of the executive management team. The restricted stock units have varying vesting periods whereby 34,000 restricted stock units vested on July 1, 2013 and the remaining 246,000 restricted stock units vest quarterly in equal installments over a four and one-half year period, commencing on July 1, 2013.

The Company recorded $142,262 and $142,348 of stock-based compensation expense associated with this grant during the three months ended March 31, 2015 and 2014, respectively. The Company recorded $433,108 and $433,370 of stock-based compensation expense associated with this grant during the nine months ended March 31, 2015 and 2014, respectively. The fair value of the award was $2,984,800 and was based on the closing stock price on the date of grant.

On Ju1y 15, 2015 the Company issued 88,333 restricted stock units to certain members of the executive management team. The restricted stock units have varying vesting periods whereby 13,250 restricted stock units vest on October 1, 2015 and the remaining 75,083 restricted stock units vest quarterly in equal installments over a three year period, commencing on July 1, 2015. The fair value of the award was $420,465 and was based on the closing stock price on the date of grant.

The Company recorded $207,059 and $145,511 of stock-based compensation expense associated with these grants during the three months ended September 30, 2015 and 2014, respectively.

A summary of activity related to non-vested restricted share units is presented below:

Nine Months Ended March 31, 2015
				Weighted -				Weighted -
	Number of		Weighted -	Average	Number of		Weighted -	Average
	Nonvested		Average	Remaining	Nonvested		Average	Remaining
	Restricted		Grant Date	Contractual	Restricted		Grant Date	Contractual
	Share Units		Fair Value	Life (Years)	Share Units		Fair Value	Life (Years)
Beginning nonvested restricted units outstanding	191,336	$	10.66	-	136,672	$	10.66	-
Granted	-		-	-	88,333		4.76	-
Vested	(40,998)		-	-	(13,666)		10.66	-
Forfeited	-		-	-	-		-	-
Ending nonvested restricted units outstanding	150,338	$	10.66	2.5	211,339	$	8.19	2.2

At ~~March 31,~~September 30, 2015, the Company had ~~$1,446,329~~$1,515,892 of unrecognized stock compensation expense related to the restricted stock units, which will be recognized over the weighted average remaining service period of ~~2.5~~2.2 years.

At ~~March 31,~~September 30, 2015 there were ~~188,590~~17,060 shares available under the 2009 Plan for future grants and awards.

Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the three months ended ~~March 31,~~September 30, 2015 and 2014 totaled ~~$233,848~~$324,561 and ~~$215,108,~~$219,012, respectively. Stock-based compensation expense recorded for stock options, restricted stock grants and restricted stock units for the nine months ended March 31, 2015 and 2014 totaled $680,923 and $652,603, respectively.

NOTE 13 - NON-CASH ACTIVITIES FOR STATEMENTS OF CASH FLOWS

The below table represents supplemental information to the Company's consolidated statements of cash flows for non-cash activities during the ~~nine~~three months ended ~~March 31,~~September 30, 2015 and 2014, respectively.

Nine Months Ended
March 31,
2015 2014
(Increase) decrease in non-cash net assets of subsidiary due to foreign currency translation gain (loss) $ (3,360,977) $ 102,557

Fair value of assets acquired 60,780,727 -
Cash paid for the acquisition (27,000,000) -
Promissory note issued (10,000,000) -
Contingent consideration issued (2,200,000) -
Amount payable to seller (9,688,881) -
Liabilities assumed $ 11,891,846 $ -

		Three months ended
		September 30,
		2015		2015
Increase in non-cash net assets of subsidiary due to foreign currency translation loss	$	(1,436,949)	$	(1,342,032)

NOTE 14 - SUBSEQUENT EVENTS

On ~~April~~October 1, 2015, the Company issued ~~9,072~~19,475 shares of common stock in the settlement of previously granted ~~RSU's~~restricted stock units that vested on ~~April~~October 1, 2015.

On April 20, 2015, the Company consummated the purchase of 1,263 newly-issued shares of Bioceres, S.A., valued at USD $791.64 per share for a total value of $999,841. Bioceres, S.A. is an agricultural biotechnology company focused on improving seed traits. The consideration for the purchase was the issuance of 200,000 shares of the Company's authorized common stock, at price per share of USD $4.64 on the date of closing, for total consideration of USD $928,000. This investment is being recorded under the cost method.

~~In April 2015, SGI replaced and amended certain of its credit facilities with NAB (the "2015 NAB Amendment"). Pursuant to the 2015 NAB Amendment:~~

SGI replaced its prior AUD $9,000,000 combined stock finance and overseas payment facility with a new trade refinance facility (the "Trade Refinance Facility") having a credit limit of AUD $12,000,000 (which translates to USD $9,226,800 at March 31, 2015). The Trade Refinance Facility permits SGI to borrow funds for periods of up to 180 days, at SGI's discretion, provided that the term is consistent with its trading terms. Interest for each drawdown is set at the time of the drawdown as follows: (i) for Australian dollar drawings, based on the Australian Trade Refinance Rate plus 1.5% per annum and (ii) for foreign currency drawings, based on the British Bankers' Association Interest Settlement Rate for the relevant foreign currency for the relevant period, or if such rate is not available, the rate reasonably determined by NAB to be the appropriate equivalent rate, plus 1.5% per annum (in either case, subject to increase to a default rate (9.86% as of March 31, 2015). Interest is payable each month in arrears. The Trade Refinance Facility is secured by a lien on all the present and future rights, property and undertakings of SGI, the mortgage on SGI's Keith, South Australia property and the Company's corporate guarantee (up to a maximum of USD $13,000,000). The facility contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the facility agreement. The Trade Refinance Facility expires on March 31, 2016.
~~The overdraft facility portion of the credit facilities (AUD $980,000) was extended to March 31, 2016.~~
~~A number of lending covenants were eliminated from the facilities, and several lending covenants were added that relate to, among other things, minimum capital requirements.~~

In April 2015, the Company entered into a new guarantee with NAB under the terms of which the Company has guaranteed SGI's performance under the NAB credit facilities up to a maximum of AUD $15,000,000 in the event of SGI's default and NAB's exhaustion of its remedies under the NAB credit facilities.

In April 2015, pursuant to an executed assignment between Imperial Valley Seeds, Inc. ("IVS") and Fred Fabre dated December 30, 2014 (the "Note Assignment"), the IVS Note referred to in Note 6 was assigned by IVS to Mr. Fabre, who became the payee thereunder. All future annual payments of interest and principal will be payable to Mr. Fabre in accordance with the IVS Note and the Note Assignment.

On May 3, 2015, the Class B warrants issued as a component of the units sold in the Company's initial public offering in May 2010 expired in accordance with their terms. At the time of expiration, there were 1,421,000 Class B warrants outstanding, entitling the holders to purchase up to an aggregate of 1,421,000 shares of common stock at $11.00 per share.

On May 3, 2015, the underwriter's warrants issued to the managing underwriter of the Company's initial public offering in May 2010 expired in accordance with their terms. At the time of the expiration, underwriter's warrants to purchase up to 119,000 units were outstanding. The units consisted of the right to receive two shares of common stock, one Class A warrant and one Class B warrant upon exercise of the warrants at an exercise price of $13.20.

2932

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~This~~You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included in Part I, Item 1, "Financial Statements" of this Quarterly Report on Form 10-Q. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as referred to on page 2 of this Quarterly Report on Form 10-Q. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q ~~contains forward-looking statements that involve risks~~ and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any projections of revenue, margins, expenses, tax provisions, earnings, cash flows and other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding our ability to raise capital in the future; any statements concerning expected development, performance or market acceptance relating to our products or services or our ability to expand our grower or customer bases; any statements regarding future economic conditions or performance; any statements of expectation or belief; any statements regarding our ability to retain key employees; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "will," "plan," "project," "seek," "should," "target," "will," "would," and similar expressions or variations intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward- looking statements. Risks, uncertainties and assumptions include the following:

~~whether we are successful in securing sufficient acreage to support the growth of our alfalfa seed business,~~

~~the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;~~

~~trends and other factors affecting our financial condition or results of operations from period to period;~~

the impact of crop disease, severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;

~~the availability of sufficient labor during peak growing and harvesting seasons;~~

~~the impact of pricing of other crops that may be influence what crops our growers elect to plant;~~

~~our plans for expansion of our business (including through acquisitions) and our ability to successfully integrate acquisitions into our operations;~~

~~whether we are successful in aligning expense levels to revenue changes;~~

~~whether we are successful in monetizing our stevia business;~~

~~the cost and other implications of pending or future legislation or court decisions and pending or future accounting pronouncements; and~~

~~other risks that are described herein including but not limited to the items discussed in "Risk Factors" below, and that are otherwise described or updated from time to time~~ in our ~~filings with the SEC, including our Registration Statement on Form S-3 filed on January 30, 2015 and any amendments or supplements thereto, our annual reports~~Annual Report on Form 10-K ~~quarterly reports on Form 10-Q and current reports on Form 8-K.~~

~~You are urged to carefully review~~for the ~~disclosures made concerning risks and uncertainties that may affect our business or operating results, which include, among others, those listed~~fiscal year ended June 30, 2015, particularly in Part ~~II,~~I, Item ~~1A.~~1A, "Risk ~~Factors" of this Report.~~

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Many factors discussed in this Report, some of which are beyond our control, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from the forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this Report as a representation by us that our plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. Furthermore, such forward-looking statements speak only as of the date of this Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.Factors."

Executive Overview

Founded in 1980 and headquartered in the Central Valley of California, we ~~are~~believe we have become the largest alfalfa seed company (by volume) in the world, with diversified production capabilities, a large and established network of distributors and customers, a broad array of product offerings, and world-class research and development. Our production capabilities span both hemispheres in the world's key alfalfa seed production regions, with operations in the San Joaquin and Imperial Valleys of California, other Western states, South Australia and Canada. We sell our seed varieties in more than 30 countries across the globe primarily through a network of distributors. Our alfalfa seed product offerings include the ability to supply both proprietary dormant and non-dormant alfalfa seed. Historically, we have been recognized as a leading producer of ~~warm climate (non-dormant), high-yield~~non-dormant alfalfa seed varieties, ~~including~~with varieties that ~~can~~have been bred for warm climates and high-yields, including, in particular, varieties that thrive in ~~poor,~~high saline ~~soils and are drought tolerant.~~soils. Our December 2014 acquisition of certain alfalfa research and production facility and conventional (non-GMO) alfalfa germplasm assets of DuPont Pioneer ~~a wholly-owned subsidiary of E.I. du Pont de Nemours and Company, provides~~provided us with the opportunity to become a leading producer of dormant, high yield alfalfa seed varieties, which are the varieties suitable for cold weather conditions. We also have agreements with Monsanto to develop unique traits into specific S&W-developed varieties that have exhibited high yield and salt tolerance. We have licensing agreements with Monsanto and FGI to produce, breed and eventually sell Roundup Ready alfalfa seed varieties.

In sum, our alfalfa seed business now encompasses the production, breeding and sale of nearly the full spectrum of non-dormant and dormant conventional varieties (from FD 2 through FD 10) and the potential for future production and sale of transgenic ("GMO") -varieties, which are being bred to combine the most desirable characteristics of certain of our varieties with the Roundup Ready gene.

Beginning in fiscal 2013, we were engaged in our own internal farming operations and acquired, through purchase and lease, acreage in California to produce our own seed and other crops such as alfalfa hay. We used that seed to supplement the supply of seed we purchased from contract growers. However, in fiscal 2015, we made a strategic decision to exit all internal farming in an effort to focus on our core competencies and eliminate the risks of internal farming. Upon completion of the fall 2015 harvest, we are no longer internally farming for a source of our alfalfa seed, and instead, we are sourcing all of our production from third party growers.

We are also looking to build on our research and development expertise and expand our biotechnology initiatives. As such, we look for opportunities to collaborate with other companies that have technologies that we believe complement our proprietary products and/or our research and development breeding expertise to develop as yet unavailable specialized alfalfa seed products and potentially, other seed products. We currently are in the initial phase of working with Calyxt, Inc. (a wholly-owned subsidiary of Cellectis Plant Sciences) to research, develop, produce and commercialize alfalfa seed products involving next generation gene editing technology on our elite alfalfa seed genetics. We also have formed a joint corporation in Argentina with Bioceres, S.A. for the purpose of collaborating on developing specific GMO traited seed for the Argentina market. Both of these relationships are in their infancy, and we do not expect that we will see a material impact on our revenue for at least two years, if ever. However, both of these biotech initiatives demonstrate our willingness and ability to expand our research and development efforts beyond our classically-bred proprietary alfalfa seed breeding program.

In addition to alfalfa seed breeding, production and sales, which is our core business, we also offer seed cleaning and processing for other seed manufacturers and conduct an ongoing stevia breeding program. Until we incorporated in 2009, our business was operated for almost 30 years as a general partnership and was owned by five general partners. We incorporated in October 2009 in Delaware, having bought out the former partners between June 2008 and May 2010, and reincorporated as a Nevada corporation in December 2011.

~~Following our initial public offering in fiscal 2010, we expanded certain pre-existing business initiatives and added new ones, including:~~

increasing our contract production acreage dedicated to non-dormant alfalfa seed production, by increasing the number of acres under contract with growers in the Central and Imperial Valleys of California and South Australia;

~~teaming with Forage Genetics International, LLC and Monsanto Corporation to develop genetically modified organism (GMO) alfalfa seeds, using our germplasm and Monsanto's genetically modified traits;~~

~~implementing a stevia breeding program in an effort to develop new stevia varieties that incorporate the most desirable characteristics of this all-natural, zero calorie sweetener;~~

~~acquiring the customer list of our primary international distributor of alfalfa seed in July 2011;~~

~~entering into the dormant alfalfa seed market through the acquisition of a portfolio of dormant germplasm in August 2012;~~

entering into production of non-GMO seed in California's Imperial Valley by acquiring Imperial Valley Seeds, Inc. ("IVS") in October 2012 and acquiring farmland in Imperial Valley through purchase and lease, thereby ensuring a non-GMO contaminated source of seed due to the prohibition on GMO crops in the Imperial Valley, as well as enabling us to diversify our production areas and distribution channels;

~~entering into production of non-GMO seed in Southern Australia by acquiring the dominant local producer, Seed Genetics International Pty Ltd ("SGI") in April 2013; and~~

acquiring alfalfa production and research facility assets and conventional (non-GMO) alfalfa germplasm from DuPont Pioneer in December 2014, thereby substantially expanding upon our initial entrance into the dormant alfalfa seed market that began in 2012 and enabling us to greatly expand our production and research and product development capabilities.

3133

~~We believe our 2013 combination with SGI created the world's largest non-dormant alfalfa seed company~~Components of Our Statements of Operations Data

Revenue and ~~gave us the competitive advantages~~Cost of year-round production in that market. With the completion of the DuPont Pioneer Acquisition of dormant alfalfa seed assets in December 2014, we believe we have become the largest alfalfa seed company worldwide (by volume), with industry-leading research and development, as well as production and distribution capabilities in both hemispheres and the ability to supply proprietary dormant and non-dormant alfalfa seed. Our operations span the world's alfalfa seed production regions, with operations in the San Joaquin and Imperial Valleys of California, five additional Western states, Australia and three provinces in Canada. We now sell our seed products in more than 25 countries around the globe.Revenue

Revenue

We fulfill our seed requirements by contracting with farmers in the San Joaquin and Imperial Valleys of California, and Southern Australia, and as a result of the DuPont Pioneer Acquisition, we have gained additional growers located primarily in Idaho, California, Eastern Oregon and Washington, as well as growers in other western states and Alberta, Canada. We also produce some of our seed directly by farming acreage we lease or own in California. In March 2015, we soldderive most of our ~~farmland but continue to grow~~revenue from the sale of our own seed on leased acreage. Once our seed is processed and bagged at our facilities in California and Idaho or at the facilities of third party processors in Southern Australia, the majority of it is marketed and sold to agribusiness firms throughout the world for the growing of alfalfa hay.

~~Our~~proprietary alfalfa seed business is largely dependent upon the dairy and livestock industries, each of which is subject to significant and localized cycles of over-supply and under-supply. Consequently, although we are subject to the volatility of local markets, the breadth of our market and the quality niche of our certified seed have resulted in relatively stable demand in most years. However, the supply of seed in the marketplace is subject to substantial swings.

We primarily sell our seed through our network of distributors and dealers, as well as through the services of seed brokers. Our ability to sell both domestically and internationally can help to counteract a downturn in a particular market, although we cannot entirely safeguard against downturns occurring both domestically and internationally in the same year. This has occurred in the past, such as we experienced in 2011, and could occur in the future, with an expected negative impact on our sales. Most recently, in fiscal 2014, a surplus of less expensive Australian seed had a negative impact on the market. Australian growers are typically able to produce seed at a lower cost, which in the case of strong overall supply, can result in downward pricing across the market. This downward pressure on pricing resulted in some of our competitors selling into some of our other international markets, such as the Middle East and North Africa, at discounted prices in order to gain market share in those regions. We have to be constantly cognizant of these shifting market factors as they can impact our markets in parts of the world other than in the region in which the development first arose. We plan to continue to expand our served markets and therefore minimize the risks associated with any specific geographic market.

Our alfalfa seed business is seasonal, and historical sales prior to the acquisition of SGI were concentrated in the first six months of our fiscal year (July through December). The acquisition of SGI in April 2013 provided us with a geographically diversified and year-round production cycle, allowing us to carry sufficient levels of inventory throughout the year to respond to customer demands in a more consistent manner. With the recent Pioneer Acquisition, we expect that our first fiscal quarter will reflect our lowest percentage of sales and our third and fourth quarters will be our most significant sales quarters. This will likely mitigate (at least in part) the seasonality of our business.

Tests show that seed that has been held in inventory for over one year improves in quality. Therefore, we may increase our seed purchases and planned season end inventory if, in our judgment, we can generate increased margins and revenue with the aged seed and we have sufficient capital to carry additional inventory. This will also reduce the potential for inventory shortages in the event that we have higher than anticipated demand or other factors, such as a reduction in our available seed supply in a particular year as a result of our growers electing to plant alternative, higher priced crops or adverse weather events.

Our principal business is subject to uncertainty caused by various factors, which include but are not limited to the following: (i) our seed growers may decide to grow different crops when prices for alternative commodities are on the rise, which can impact our ability to produce seed; (ii) farmers who typically purchase our seed to grow alfalfa hay may plant alternative crops due to a decline in the dairy industry (and corresponding decline in demand for alfalfa hay) or to plant crops with greater profit margins and in either case, resulting in smaller quantities of our seed being purchased; (iii) farmers may choose to convert their alfalfa hay crops to non-certified

common seed resulting in an overabundance of non-certified seed entering the market and driving down the overall market price for alfalfa seed, including the market for certified alfalfa seed; (iv) the risks of internally farmed operations such as adverse agronomic decisions, weather conditions, natural disasters, crop disease, pests, lack of water and other natural conditions as well as other factors outside our control; and (v) the risks of doing business internationally. As a result of these factors and others, our revenue and margins can be difficult to project.

We are still uncertain as to the extent to which Roundup Ready® alfalfa might negatively impact our business, if at all. Moreover, the lack of regulations regarding field isolation could raise concerns about the adventitious presence of GMO material in our non-GMO seed. In fiscal 2012, the first year in which Roundup Ready® alfalfa was planted in the San Joaquin Valley, the presence of GMO traits in our fields was discovered. In fiscal 2013, the number of lots of our seed that tested positive for the adventitious presence of GMO was greater than in fiscal 2012.varieties. We expect that ~~there~~over the next several years, a substantial majority of our revenue will continue to be ~~some GMO presence~~generated from the sale of alfalfa seed, although we are continually assessing other possible product offerings or means to increase revenue, including expanding into other, higher margin crops. Fiscal 2016 will be the first full year in ~~our seed, at least until such time as regulations are in place~~which we will have a full range of non-dormant and ~~enforced~~dormant varieties, which will enable us to ~~require field isolation. Maintaining~~significantly expand the ~~integrity~~geographic reach of our ~~seed is critical to us as a large majority~~sales efforts. The mix of our ~~non-dormant customers are located within regions,~~product offerings will continue to change over time with the introduction of new alfalfa seed varieties resulting from our robust research and development efforts, including ~~MENA that substantially restrict or prohibit~~our potential expansion into genetically-modified varieties in future periods. Currently, we have a long-term distribution agreement with DuPont Pioneer, which we expect will be the ~~importation~~source of ~~GMO seed varieties. We actively test~~a significant portion of our annual revenue for the ~~presence~~next ten years.

Our revenue will fluctuate depending on the timing of ~~GMO in~~orders from our ~~seed stock. The presence of GMO alfalfa in significant amounts~~customers and distributors. Because some of our ~~contracted~~large customers and distributors order in bulk only one or two times a year, our product revenue may fluctuate significantly from period to period, however some of this fluctuation is offset by having operations in both the northern and southern hemispheres.

Our stevia breeding program has yet to generate any meaningful revenue. However, management continues to evaluate this portion of our business and assess various means to monetize the results of our effort to breed new, better tasting stevia varieties. Such potential opportunities include possible licensing agreements and royalty-based agreements.

Cost of Revenue

Cost of revenue relates to sale of our alfalfa seed ~~production could severely limit~~varieties and consists of the ~~amount~~cost of procuring seed, ~~that~~plant conditioning and packaging costs, direct labor and raw materials, and overhead costs.

Operating Expenses

Research and Development Expenses

Research and development expenses consist of costs incurred in the discovery, breeding and testing of our products and products in development incorporating the traits we have ~~available to sell into MENA~~specifically selected. These expenses consist primarily of employee salaries and benefits, consultant services, land leased for field trials, chemicals and supplies and other ~~locations that prohibit GMO seed varieties. Furthermore, due to widespread negative perception of GMO material, even if~~external expenses. These costs are expensed as incurred. Because we were able to successfully remediate adventitious presence of GMO in our seed production, there are no assurances that we would be able to achieve export sales to MENA and other non-GMO locations at the same levels as we achieved before the adventitious presence of GMO.

We have entered into a series of agreements with Monsanto and Forage Genetics to produce and sell GMO alfalfa seed; however, we are still conducting field trials on performance. Commercial production acreage was plantedbeen in the fall of 2014 for our first commercial harvest. Once testing results have been approved by Monsanto, sales could commence as early as the fall of 2015 but may not start until the fall of 2016. Due to issues surrounding field isolation from GMO-based crops and the widespread ban of GMO-based crops in many international markets, including markets that are critical to our business, we must take particular care in the planting of any GMO-based alfalfa seed breeding business since our inception in 1980, we ~~grow.~~have expended far more dollars in development of our proprietary varieties throughout our history than on our stevia breeding program, which we commenced in fiscal 2010.

In fiscal ~~2010,~~2013, we ~~laid~~made the groundwork for the commercial production of stevia in California's Central Valley by conducting trials on various samples of stevia material. We planted our first small-scale commercial crop of stevia in May and June 2011 and completed the first harvest and its first small-scale shipment of dried stevia leaf under a previously signed supply agreement during the second quarter of fiscal 2012. In May 2013, as the result of a stevia crop loss, we determineddecision to shift the focus of our stevia program away from commercial production and towards ~~further research and development of~~ the ~~stevia plant lines and~~ breeding of improved varieties of stevia. We ~~recorded a one-time crop loss on stevia totaling $2,333,123 for~~have continued that effort, which has resulted in the ~~year ended June 30, 2013.~~

In our breeding program, we have identified stevia plant lines containing high overall steviol glycosides, including rebaudioside A ("Reb A"), stevioside, Reb B and Reb C. These plants have also been selected for their improved taste, production and hardiness. We have conducted extensive HPLC sample testingfiling of ~~stevia plants under development and have made further selections and crosses of these plants this season based upon test results. Selections so made are currently in multiple field trials. We filed~~ two patent applications, ~~during~~with the ~~second quarter~~expectation of a third patent application to be filed in the first half of fiscal ~~2015.~~2016.

We expect our research and development expenses to increase on an absolute dollar basis for the foreseeable future, although our research and development expenses may increase significantly if we choose to accelerate certain research and development programs. Our research and development expenses may also fluctuate from period to period as a result of the timing of various research and development projects.

Our research and development costs are charged to expense as they are incurred. Therefore, internal research and development costs are expenses as incurred, while third party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. The costs associated with equipment or facilities acquired or construed for research and development activities that have alternative future uses are capitalized and depreciated on a straight-line basis over the estimated useful life of the asset.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses consist primarily of employee costs, including salaries, employee benefits and share-based compensation, as well as professional service fees, insurance, marketing, travel and entertainment expense, public company expense and other overhead costs. We proactively take steps on an ongoing basis to control selling, general and administrative expense as much as is reasonably possible.

Depreciation and Amortization

Most of the depreciation and amortization expense on our statement of operations consists of amortization expense. We amortize intangible assets, including those acquired from DuPont Pioneer in December 2014, using the straight-line method over the estimated useful life of the asset, consisting of periods of 10-30 years for technology/IP/germplasm, 20 years for customer relationships and trade names and 2-20 years for other intangible assets. Property, plant and equipment is depreciated using the straight-line method over the estimated useful life of the asset, consisting of periods of 18-28 years for buildings, 3-10 years for machinery and equipment and 3-5 years for vehicles.

Other Expense

Other expense consists of foreign currency gains and losses, changes in the fair value of derivative liabilities related to our warrants, changes in the fair value of our contingent consideration obligation and interest expense in connection with amortization of debt discount. In addition interest expense consists of interest costs related to our outstanding borrowings on our Wells Fargo revolving lines of credit, which terminated on September 22, 2015, our outstanding borrowings on our KeyBank revolving line of credit, which replaced the Wells Fargo credit facilities, and on SGI's credit facilities in South Australia, our 8% senior secured convertible promissory notes that were issued in December 2014 and mature in June 2017, a three-year secured promissory note issued in connection with the DuPont Pioneer acquisition, a five-year subordinated promissory note that matures in October 2017 that was issued in connection with the IVS acquisition and a term loan for a vehicle purchase that matures in February 2018.

Income Tax Expense (Benefit)

Our effective tax rate is based on income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Under U.S. GAAP, if we determine that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, we recognize the benefit. Tax regulations require certain items to be included in the tax return at different times than when those items are required to be recorded in the consolidated financial statements. As a result, our effective tax rate reflected in our consolidated financial statements is different than that reported in our tax returns. Some of these differences are permanent, such as expenses that are not deductible on our tax return, and some are temporary differences, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in our tax return in future years for which we have already recorded the tax benefit in our consolidated statements of operations.

Results of Operations

Three Months ~~Ended March 31,~~ended September 30, 2015 Compared to the Three Months ~~Ended March 31,~~ended September 30, 2014

Revenue and Cost of Revenue

Revenue for the three months ended ~~March 31,~~September 30, 2015 was ~~$30,527,798~~$12,254,912 compared to ~~$8,130,725~~$8,164,234 for the three months ended ~~March 31,~~September 30, 2014. The ~~$22,397,073~~$4,090,678 increase in revenue ~~during~~for the ~~quarter~~three months ended September 30, 2015 was primarily attributable to ~~sales under our distribution and production agreements with DuPont Pioneer. We are also experiencing~~ an increase in sales ~~orders for~~of our non-dormant varieties due to a strengthening alfalfa seed market particularly in the Middle East as we ~~began~~continue to see recovery from the market surplus of low priced 2013 Australian crop that negatively impacted sales in the first quarter of the prior ~~quarters.~~

year. The Company recorded sales of approximately $0.5 million from its distribution and production agreements with DuPont Pioneer, which was consistent with seasonal expectations for these agreements.

Sales direct to international customers represented ~~23%~~84% and ~~79%~~87% of revenue during the ~~three months~~quarters ended ~~March 31,~~September 30, 2015 and 2014, respectively. Domestic revenue accounted for ~~77%~~16% and ~~21%~~13% of our total revenue for the ~~three months~~quarters ended ~~March 31,~~September 30, 2015 and 2014, respectively. ~~The increase in domestic revenue is directly attributed to sales to DuPont Pioneer.~~

Cost of revenue of ~~$23,410,046~~$10,280,031 in the three months ended ~~March 31,~~September 30, 2015 was ~~76.7%~~84% of revenue, while the cost of revenue of ~~$6,482,693~~$6,850,442 in the three months ended ~~March 31,~~September 30, 2014 was ~~79.7%~~84% of revenue. Cost of revenue increased on a dollar basis as a direct result of the increase in revenue.

Total gross profit margins were flat at 16.1% for the ~~current~~quarters ended September 30, 2015 and 2014, respectively. During the first quarter, ~~totaled 23.3% versus 20.3%~~the Company incurred losses of approximately $260,000 in connection with its decision to exit all non-seed crop farming in an effort to focus on its core competencies and the ~~comparable period~~elimination of internal farming risk. Excluding the ~~prior year. We are seeing~~impact of non-seed farming losses, gross profit margins were 18.2% for the anticipated improvement in gross margins due to pricing strength taking hold within certain end markets, a change in sales mix to higher-margin products and gross margin contributions from the operations acquired from DuPont Pioneer. While there will continue to be quarterly fluctuationsfirst quarter of Fiscal 2016. The increase in gross profit margins ~~based on product sales mix, we anticipate strong gross margins for~~(excluding the ~~coming quarters~~non-seed farming losses) is due to improvements in seed pricing ~~strength that appears to be taking hold within certain end markets, a change in sales mix to higher-margin products and gross margin contributions from the operations acquired from DuPont Pioneer.~~of our non-dormant alfalfa seed varieties.

Selling, General and Administrative Expenses

~~Selling, general and administrative expenses ("~~SG~~&A")~~&A expense for the three months ended ~~March 31,~~September 30, 2015 totaled ~~$2,260,987~~$2,473,977 compared to ~~$1,727,394~~$ 1,788,425 for the three months ended ~~March 31,~~September 30, 2014. The ~~$538,584~~$685,552 increase in SG&A expense versus the prior year was ~~in line with expectations and~~ primarily due to the ~~incremental expense~~expenses associated with the newly acquired DuPont Pioneer ~~operations, non-recurring transaction expenses~~business and the related ~~to the acquisition of approximately $111,000 incurred during the quarter and an~~ increase in ~~other selling~~personnel and ~~administrative expenses.~~related costs to accommodate the growth in operations. As a percentage of revenue, SG&A expenses were ~~7.5%~~20% in the current ~~period~~year compared to ~~21.2%~~22% in the three months ended ~~March 31,~~September 30, 2014.

Research and Development Expenses

~~Research and development expenses ("~~R~~&D")~~&D for the three months ended ~~March 31,~~September 30, 2015 totaled ~~$611,688~~$690,373 compared to ~~$162,171~~$223,359 in the ~~comparable period in the prior year.~~three months ended September 30, 2014. The increase of ~~$444,517~~$467,014 from ~~the comparable period of the prior year~~2014 to 2015 was ~~in line with our expectation of approximately $425,000 and~~ primarily driven by additional research and development activities acquired from DuPont Pioneer.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended ~~March 31,~~September 30, 2015 was ~~$580,365~~$788,796 compared to ~~$315,381~~$319,759 for the three months ended ~~March 31,~~September 30, 2014. Included in the amount was amortization expense for intangible assets, which totaled ~~$464,044~~$557,841 in the ~~current quarter~~three months ended September 30, 2015 and ~~$234,622~~$239,191 in the ~~comparable period of the prior year.~~three months ended September 30, 2014. The ~~$264,984~~$469,037 increase in depreciation and amortization expense over the ~~comparable period in the~~ prior year is athe result of depreciation and amortization of assets acquired from DuPont Pioneer.

Foreign Currency (Gain) Loss

We incurred a foreign currency loss of ~~$33,503~~$83,346 for the three months ended ~~March 31,~~September 30, 2015 compared to a ~~gain~~loss of ~~$11,217~~$47,741 for the ~~comparable period of the prior fiscal year.~~three months ended September 30, 2014. The foreign currency gains and losses are associated with SGI, our wholly-owned subsidiary in Australia.

Change in Derivative Warrant Liability

The derivative warrant liability is considered a level III fair value financial instrument and will be measured at each reporting period. The ~~$1,082,000 charge to~~$539,000 gain from the non-cash change in derivative warrant liability ~~expense~~ represents the ~~increase~~decrease in fair value of the outstanding warrants issued in December 2014. The ~~increase~~decrease in fair value of the warrants is primarily driven by a ~~$0.62 increase~~$0.28 decrease in the closing stock price at ~~March 31,~~September 30, 2015, from the ~~initial~~previous measurement date of ~~December 31,~~June 30, 2015, partially offset by a decrease in the exercise price of the warrants from $5.00 to $4.63. There was no comparable derivative warrant liability at September 30, 2014.

Change in Contingent Consideration Obligation

The contingent consideration obligation is considered a level III fair value financial instrument and will be measured at each reporting period. The $95,284 gain from non-cash change in contingent consideration obligation represents the decrease in the estimated fair value of the contingent consideration obligation.

Interest Expense - Amortization of Debt Discount

~~Amortization~~Non-cash amortization of debt discount expense for the three months ended ~~March 31,~~September 30, 2015 was ~~$2,020,472~~$906,252 compared to ~~$12,894~~$13,036 for the three months ended ~~March 31,~~September 30, 2014. The increase represents the amortization of the debt discount, beneficial conversion feature and debt issuance costs associated with the convertible debentures issued December 31, 2014. The discount is amortized using the effective interest method and the quarterly expense will decrease as the net carrying value of the convertible debentures decrease. The three months ended March 31, 2015 includes $1,146,090 of accelerated amortization expense as a result of the $5,000,000 early principal redemption of the debentures. We expect non-cash amortization of debt discount to be approximately $885,000 for the fourth quarter of fiscal 2015.

Interest Expense - Convertible Debt and Other

Interest expense during the three months ended ~~March 31,~~September 30, 2015 totaled ~~$728,957~~$696,235 compared to ~~$136,357~~$233,614 for the three months ended ~~March 31, 201.~~September 30, 2014. Interest expense for the first quarter of fiscal 2016 primarily consisted of interest incurred on the convertible debentures issued on December 31, 2014, on the note payable issued to DuPont Pioneer as part of the purchase consideration for the DuPont Pioneer acquisition and the working capital credit facilities with NAB and Wells Fargo. The ~~$592,598~~$462,621 increase in interest expense in the first quarter of fiscal 2016 is primarily driven by ~~$531,555~~$412,845 of interest on the convertible debentures and $75,000 ~~of interest~~ on the DuPont Pioneer Note, all of which were issued on December 31, 2014.

Loss on Equity Method Investment

Loss on equity method investment totaled $94,362 for the three months ended September 30, 2015. This represents the Company's 50% share of losses incurred by the joint venture (S&W Semillas S. A.) in Argentina.

Provision (Benefit) for Income Taxes

Income tax ~~provision~~benefit totaled ~~$244,471~~$1,249,943 for the three months ended ~~March 31,~~September 30, 2015 compared to income tax benefit of ~~289,458~~$437,827 for the three months ended ~~March 31,~~September 30, 2014. Our effective tax rate was ~~(108.7%) in the current quarter versus 42.1% in~~40.0% during the three months ended ~~March 31,~~September 30, 2015 compared to 33.4% for the three months ended September 30, 2014. The changes in our effective tax rate for the three months ended ~~March 31,~~September 30, 2015 were primarily attributable to the ~~charges~~income recorded for change in fair value of the derivative liabilities. ~~These charges are not deductible for federal~~The income ~~tax purposes. The impact of these non-deductible expenses was recorded as a discrete item during the quarter and had the impact of producing tax expense during the three months ended March 31, 2015.~~

~~Net Loss~~

We had a net loss of $469,329 for the three months ended March 31, 2015 compared to $398,594 for the three months ended March 31, 2014. The decrease in profitability was attributable primarily to the change in derivative warrant liability and incremental interest expense associated with the convertible debentures discussed above. The net loss per basic and diluted common share for the current quarter was $(0.04), compared to ($0.03) for the three months ended March 31, 2014.

~~Nine Months Ended March 31, 2015 Compared to the Nine Months Ended March 31, 2014~~

~~Revenue and Cost of Revenue~~

Revenue for the nine months ended March 31, 2015 was $52,485,798 compared to $31,969,509 for the nine months ended March 31, 2014. The $20,516,290 increase in revenue for the nine months ended March 31, 2015 was primarily attributable to sales under our distribution and production agreements with DuPont Pioneer. We are also experiencing an increase in sales orders for the Middle East as we began to see recovery from the market surplus of low priced 2013 Australian crop that negatively impacted sales in prior quarters. For the fiscal year ending June 30, 2015, we expect annual revenues to be approximately $80 million.

Sales direct to international customers represented 50% and 80% of revenue during the nine months ended March 31, 2015 and 2014, respectively. Domestic revenue accounted for 50% and 20% of our total revenue for the nine months ended March 31, 2015 and 2014, respectively. The increase in domestic revenue is directly attributed to sales to DuPont Pioneer.

Cost of revenue of $42,093,045 in the nine months ended March 31, 2015 was 80.2% of revenue, compared to $25,636,066 in the nine months ended December 31, 2014. Cost of revenue was 80.2% of revenue for the periods ending March 31, 2015 and 2014.

Total gross profit margins were 19.2% and 19.2% for nine months ended March 31, 2015 and 2014, respectively. While gross profit margins are flat year over year, we are beginning to see the anticipated improvements due to pricing strength and sales mix.

~~Selling, General and Administrative Expenses~~

SG&A expense for the nine months ended March 31, 2015 totaled $7,040,906 compared to $4,787,638 for the nine months ended March 31, 2014. The $2,253,268 increase in SG&A expense versus the prior year was primarily due to the non-recurring transaction expenses of approximately $1,256,170 and the expenses associated with the newly acquired business. As a percentage of revenue, SG&A expenses were 13.5% in the current period compared to 15% in the nine months ended March 31, 2014.

~~Research and Development Expenses~~

R&D for the nine months ended March 31, 2015 totaled $1,052,226 compared to $647,260 in the comparable period in the prior year. The increase of $404,966 from the comparable period of the prior year was primarily driven by additional research and development activities acquired from DuPont Pioneer.

~~Depreciation and Amortization~~

Depreciation and amortization expense for the nine months ended March 31, 2015 was $1,210,676 compared to $947,169 for the nine months ended March 31, 2014. Included in the amount was amortization expense for intangible assets, which totaled $931,705 in the nine months ended March 31, 2015 and $711,646 in the comparable period of the prior year. The $263,507 increase in depreciation and amortization expense over the comparable period in the prior year is a result of depreciation and amortization of assets acquired from DuPont Pioneer.

~~Impairment Expense~~

We recorded an impairment charge of $500,198 during the nine months ended March 31, 2015, as the carrying value of certain farmland related assets was deemed in excess of net realizable value. These farmland assets were sold in March 2015, and an additional loss on disposal of $24,646 was recorded during the three months ended March 31, 2015.

~~Foreign Currency (Gain) Loss~~

We incurred a foreign currency loss of $116,392 for the first nine months of the current fiscal year compared to a gain of $41,415 for the comparable period of the prior fiscal year. The foreign currency gains and losses are associated with SGI, our wholly-owned subsidiary in Australia.

~~Interest Expense - Amortization of Debt Discount~~

Non-cash amortization of debt discount expense for the nine months ended March 31, 2015 was $2,046,615 compared to $38,473 for the nine months ended March 31, 2014. The increase represents the amortization of the debt discount and debt issuance costs associated with the convertible debentures issued December 31, 2014. The discount is amortized using the effective interest method and the quarterly expense will decrease as the net carrying value of the convertible debentures decrease. The three months ended March 31, 2015 includes $1,146,090 of accelerated amortization expense as a result of the $5,000,000 early principal redemption of the convertible debentures.

~~Interest Expense - Convertible Debt and Other~~

Interest expense during the nine months ended March 31, 2015 totaled $1,137,208 compared to $390,904 for the nine months ended March 31, 2014. Interest expense primarily consisted of interest incurred on the convertible debentures issued on December 31, 2014, on the note payable issued to DuPont Pioneer as part of the purchase consideration and the working capital credit facilities with NAB

and Wells Fargo. The $746,304 increase in interest expense is primarily driven by $531,555 of interest on the convertible debentures, $75,000 on the DuPont Pioneer Note, all of which were issued on December 31, 2014, and $139,749 of interest expense attributed to higher levels of working capital resulting in additional borrowings on the working capital facilities.

~~Provision (Benefit) for Income Taxes~~

Income tax benefit totaled $931,808 for the nine months ended March 31, 2015 compared to $182,436 for the nine months ended March 31, 2014. Our effective tax rate was 24.4% during the nine months ended March 31, 2015 versus 42.5% for the comparable period in the prior year. The decrease of the estimated annual effective tax rate from 32.7% as of December 31, 2014 was primarily due to adjustments for the change in fair value of the derivative warrant liability. The charges associated with the fair value adjustments are not ~~deductible~~taxable for federal income tax purposes. The Company's effective tax rate differs from the US federal statutory rate as a result of these nondeductible expenses.

Net Loss

We had a net loss of ~~$2,886,306~~$1,874,233 for the ~~nine~~three months ended ~~March 31,~~September 30, 2015 compared to ~~$247,253~~a net loss of $874,315 for the ~~nine~~three months ended ~~March 31,~~September 30, 2014. The ~~increase~~loss in ~~loss~~the current fiscal year was attributable primarily to the non-recurring ~~transaction charges, the change~~farming losses on non-seed crops, increases in ~~derivative warrant liability~~research and development expenses and depreciation and amortization as well as incremental interest expense associated with the convertible debentures discussed above. The net loss per basic and diluted common share was ~~$(0.24)~~$(0.14) for the ~~nine~~three months ended ~~March 31, 2014,~~September 30, 2015 compared to ~~($0.02)~~net loss per basic and diluted share of $(0.08) for the ~~nine~~three months ended ~~March 31,~~September 30, 2014.

Liquidity and Capital Resources

Our working capital and working capital requirements fluctuate from quarter to quarter depending on the phase of the growing and sales cycle that falls during a particular quarter. Our need for cash has historically been highest in the second and third fiscal quarters (October through March) because we historically have paid our California contracted growers progressively, starting in the second fiscal quarter. In fiscal 2015, we paid our California growers from our ~~legacy~~non-dormant business approximately 50% in October 2014 and the remaining 50% ~~was paid~~ in February 2015. The grower base acquired in the DuPont Pioneer Acquisition will be paid on a schedule similar to our historical North American grower base. SGI, our Australian-based subsidiary, has a production cycle that is ~~counter cyclical~~counter-cyclical to North America; however, it also puts a greater demand on our working capital and working capital requirements during the second, third and fourth quarters based on timing of payments to growers in the second through fourth quarters. The grower base acquired in the recent Pioneer Acquisition will be paid on a schedule similar to our historical North American grower base. The timing of collection of receivables from DuPont Pioneer is defined in the distribution agreement with DuPont Pioneer, and consists of three installment payments, one in each of the second, third and fourth quarters. As a result of the DuPont Pioneer Acquisition, going forward we anticipate our working capital demands to be highest in second and third quarters due to the progressive payment schedule of our North American grower base.

Historically, due to the concentration of sales to certain distributors, which typically represented a significant percentage of alfalfa seed sales, our month-to-month and quarter-to-quarter sales and associated cash receipts were highly dependent upon the timing of deliveries to and payments from these distributors, which varied significantly from year to year. The timing of collection of receivables from DuPont Pioneer is defined in the distribution and production agreements with DuPont Pioneer and consists of three installment payments, one in each of the first, third and fourth quarters. The first installment payment for fiscal 2016 is reflected in deferred revenue in the Company's balance sheet as of September 30, 2015. Our future revenues and cash collections pertaining to the new production and distribution agreements with DuPont Pioneer will provide us with greater predictability as sales to DuPont Pioneer will be primarily concentrated in our third and fourth fiscal quarters, and payments will be received in three installments over the ~~October~~September to mid-April time period.

We continuously monitor and evaluate our credit policies with all of our customers based on historical collection experience, current economic and market conditions and a review of the current status of the respective trade accounts receivable balance. Our principal working capital components include cash and cash equivalents, accounts receivable, inventory, prepaid expense and other current assets, accounts payable and our working capital lines of credit.

In addition to funding our business with cash from operations, we have historically relied upon occasional sales of our debt and equity securities and credit facilities from financial institutions, both in California and South Australia. ~~We are currently in discussions with several financial institutions regarding the expansion~~

With respect to recent equity and ~~replacement of our working capital lines of credit, which mature on July 1, 2015.~~

Wedebt financings, we raised an aggregate of $31,658,400 in gross proceeds in two separate private placements that closed on December 31, 2014.

In the first of these two financings, we sold 1,294,000 shares of our common stock at $3.60 per share for gross proceeds of ~~$4,658,400 to one accredited investor in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.~~$4,658,400.

On the same day, we also sold $27,000,000 aggregate principal amount of 8% Senior Secured Convertible Debentures due November 30, 2017, together with warrants to purchase an aggregate of 2,699,999 shares of our common stock that expire on June 30, ~~2020 in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.~~2020. The monthly interest is payable cash, in shares of our common stock, provided all of the applicable "equity conditions" defined in the debentures are satisfied, or in any combination of cash and shares, at our option. Beginning on July 1, 2015, we ~~are~~were required to ~~make~~begin making monthly redemption payments, payable, at our option, in cash, shares of common stock or a combination thereof, provided (in the event we elect to pay in shares) all of the applicable equity conditions are satisfied. The debentures contain certain rights of acceleration and deferral at the holder's option ~~in the event a redemption payment is to be made in stock~~ and ~~contains~~contain certain limited acceleration rights of the company, if we have elected to redeem in cash and provided certain other conditions are satisfied. The debentures also provided for redemption of up to $5,000,000 in principal amount, payable in cash without prepayment penalty, if redeemed by July 1, 2015. Such early redemption was required in the event of certain real estate sales and otherwise was optional. In March 2015, following the sale of farmland we previously owned in California's Imperial Valley, we ~~were required to, and did, redeem~~redeemed $5,000,000 in principal amount of the debentures on apro rata basis. The debentures are senior secured obligations, subject only to certain secured obligations of KeyBank (which replaced Wells Fargo ~~Bank~~as our secured lender on September 22, 2015) and DuPont Pioneer (limited to a purchase money security interest in the assets purchased in the Pioneer Acquisition). The rights of those secured creditors are set forth in an inter-creditor and subordination agreement that was entered into in connection with the closing of the issuance of the debentures (the "Intercreditor Agreement"). The offering expenses of the debenture and warrant offering totaled approximately ~~$2,339,850,~~$2,355,218, yielding net proceeds of approximately ~~$24,660,150.~~$24,644,782. The net proceeds from these two December 2014 financing transactions were used primarily to fund the cash portion of the purchase price of the Pioneer Acquisition, with the balance available for working capital and general corporate purposes.

On December 31, 2014 in connection with the Pioneer Acquisition, we issued a secured promissory note (the "Note") payable by us to DuPont Pioneer in the initial principal amount of $10,000,000 (issued at closing), and a potential earn-out payment (payable as an increase in the principal amount of the Note) of up to $5,000,000 based on our sales under the distribution and production agreements entered into in connection with the Pioneer Acquisition, as well as other sales of products we consummate containing the acquired germplasm in the three-year period following the closing. The Note accrues interest at a rate of 3% per annum, and interest is payable in three annual installments, in arrears, commencing on December 31, 2015. Our obligations under the Note are secured by certain of the assets purchased in the Pioneer Acquisition and are subject to the Intercreditor Agreement. The Note matures on December 31, 2017.

~~Since~~From 2011 until September 22, 2015, we ~~have~~ had one or more ongoing revolving credit facility agreements with Wells ~~Fargo.~~Fargo Bank National Association ("Wells Fargo").

On February 21, 2014, we ~~entered~~replaced our prior Wells Fargo credit facility by entering into ~~our most recent~~ credit agreements with Wells Fargo and thereby became obligated under ~~new~~two working capital facilities (collectively, the ~~"New Facilities")~~"Wells Facilities," both of which were terminated as of September 22, 2015 (see below). The ~~New~~Wells Facilities ~~include~~included (i) a domestic revolving facility of up to $4,000,000 to refinance our outstanding credit accommodations from Wells Fargo and for working capital purposes, and (ii) an export-import revolving facility of up to $10,000,000 for financing export-related accounts receivable and inventory (the "Ex-Im Revolver"). The availability of credit under the Ex-Im Revolver iswas limited to an aggregate of 90% of the eligible accounts receivable (as defined under the credit agreement for the Ex-Im Revolver) plus 75% of the value of eligible inventory (also as defined under the credit agreement for the Ex-Im Revolver), with the term "value" defined as the lower of cost or fair market value on a first-in first-out basis determined in accordance with generally accepted accounting principles. All amounts due and owing under the New Facilities ~~must~~were required to be paid in full on or before ~~July~~the October 1, ~~2015. We are in discussions with~~2015 maturity date.

The Wells ~~Fargo regarding an extension of these facilities and~~

~~other financial institutions with respect to the replacement of the New~~ Facilities at maturity. The New Facilities are secured by a first priority lien on accounts receivable and other rights to payment, general intangibles, inventory, and equipment, subject to the Intercreditor Agreement entered into in connection with the sale of the debentures in December 2014. The New Facilities are further secured by a lien on, and a pledge of, 65% of the stock of the Company's wholly-owned subsidiary, Seed Genetics International Pty Ltd. The Facilities bearbore interest either (i) at a fluctuating rate per annum determined by Wells Fargo to be 2.75% above the daily one-month LIBOR Rate in effect from time to time, or (ii) at a fixed rate per annum determined to be 2.75% above LIBOR in effect on the first day of the applicable fixed rate term. Interest is payable each month in arrears. The Wells Facilities were satisfied in full and terminated on September 22, 2015 as a result of our new credit facility with KeyBank, described below.

On September 22, 2015, we entered into an up to $20,000,000 aggregate principal amount credit and security agreement (the "Credit Facility") with KeyBank National Association ("KeyBank").

The ~~financial covenants imposed by Wells Fargo~~use of proceeds for advances under the ~~February 2014 New Facilities~~ Credit ~~Agreements include~~Facility are to: (i) refinance our existing senior indebtedness with Wells Fargo; (ii) finance the ~~following:~~Company's ongoing working capital requirements; and (iii) provide for general corporate purposes.

All amounts due and owing, including, but not limited to, accrued and unpaid principal and interest due under the Credit Facility, will be payable in full on September 21, 2017.

The Credit Facility generally establishes a ~~consolidated tangible net worth~~borrowing base of ~~not less than $30,000,000, measured quarterly; a consolidated debt service coverage ratio~~up to 85% of ~~not less than 1.25~~eligible accounts receivable (90% if insured) plus up to ~~1.0, measured at each fiscal year end; a maximum consolidated leverage ratio~~65% of ~~1.50~~eligible inventory, subject to ~~1.00, measured quarterly; a consolidated net income after taxes of not less than $1.00~~lender reserves.

Loans may be based on a ~~rolling four-quarter basis, measured quarterly;~~Base Rate or Eurodollar Rate (which is increased by an applicable margin of 2% per annum) (both as defined in the September 22, 2015 credit and security agreement (the "Credit Agreement")), generally at the Company's option. In the event of a default, at the option of KeyBank, the interest rate on all obligations owing will increase by 3% per annum over the rate otherwise applicable.

Subject to certain exceptions, the Credit Facility is secured by a first priority perfected security interest in all our now owned and after acquired tangible and intangible assets and our domestic subsidiaries, which have guaranteed our obligations under the Credit Facility. The Credit Facility is further secured by a lien on, and a ~~consolidated asset coverage ratio~~pledge of, ~~not less than 1.75~~65% of the stock of our wholly-owned subsidiary, S&W Australia Pty Ltd. With respect to ~~1.0, measured monthly. As~~its security interest and/or lien, KeyBank has entered into an Intercreditor Agreement with Hudson Bay Fund LP (as agent for the holders of ~~March~~the senior secured debentures issued by us on December 31, 2014) and Pioneer Hi-Bred International, Inc.

At September 30, 2015, we did not meet the covenant requiring consolidated net income after taxes of not less than $1.00 on a rolling four-quarter basis, measured quarterly. We received a letter from Wells Fargo waiving this covenant for the March 31, 2015 reporting period. We arewere in compliance with all ~~other~~KeyBank debt ~~covenants at March 31, 2015.~~covenants.

~~The outstanding balance on the Wells Fargo working capital facilities was $10,000,000 at March 31, 2015.~~

In July 2012, we obtained a term loan from Wells Fargo in a principal amount of up to $2,625,000 (the "Term Loan"), which we used to fund a portion of the purchase of 640 acres of Imperial Valley farmland. The Term Loan bore interest at a rate per annum equal to 2.35% above LIBOR as specified in the term note.

~~In January~~At September 30, 2015, we entered into agreements to sell 759 acres of farmland in Calipatria, California, as well as 30 acres of farmland in Five Points, California, for an aggregate of $7,300,000. Concurrently, we signed an agreement with the purchaser of the Calipatria farmland for continued alfalfa seed production of our proprietary alfalfa seed varieties on a contracted basis. In March 2015, we closed on the sale of the 759 acres of farmland, and we used the proceeds to pay-off the existing $2.2 million Wells Fargo Term Loan, and we utilized the remaining proceeds to prepay $5,000,000 on of the convertible debentures issued in December 2014.

~~At March 31, 2015, the Company has~~had outstanding ~~$22,000,000~~$19,812,808 in principal amount of the convertible debentures following the real estate sale ~~redemption.~~redemption and the required monthly principal redemption payments that began on July 1, 2015. The early $5,000,000 reduction in principal resulting from the real estate sale redemption in March 2015 was applied on the back end of the term, and as a result, does not reduce the dollar amount of the monthly redemption ~~payments that will commence on July 1, 2015, but~~payments. However, the redemption does have the effect of reducing the term of the debentures from December 1, 2017 to June 1, 2017.

SGI finances the purchase of most of its seed inventory from growers pursuant to a seasonal credit facility with National Australia Bank ~~Limited~~Ltd ("NAB"). ~~As of March 31, 2015, $4,025,707 was outstanding under the NAB working capital facilities.~~

In April 2015, the NAB working capital credit facilities were amended and renewed and will expire on March 31, 2016 (the "2015 NAB ~~Facility Agreements"~~Capital Facilities"). ~~Pursuant to the~~The 2015 NAB ~~Facility Agreements:~~

~~SGI replaced its prior~~Capital Facilities, as currently in effect, comprise two distinct facility lines: (i) an overdraft facility (the "Overdraft Facility"), having a credit limit of AUD ~~$9,000,000 combined stock finance~~$980,000 (USD $638,648 at September 30, 2015) and ~~overseas payment facility with~~ a ~~new~~ trade refinance facility (the "Trade Refinance Facility"), having a credit limit of AUD $12,000,000 ~~(which translates~~(USD $8,371,200 at September 30, 2015).
- The Overdraft Facility permits SGI to ~~USD $9,226,800~~borrow funds on a revolving line of credit up to the credit limit. Interest accrues daily, is calculated by applying the daily interest rate to the balance owing at ~~March 31, 2015).~~ the end of the day and is payable monthly in arrears. As of September 30, 2015, the Overdraft Facility accrued interest at approximately 7.12% calculated daily.
- The Trade Refinance Facility generally permits SGI to borrow funds for periods of up to 180 days, at SGI's ~~discretion, provided that the term is consistent with its trading terms.~~discretion. Interest for each drawdown is set at the time of the drawdown as follows: (i) for Australian dollar drawings, based on the Australian Trade Refinance Rate plus 1.5% per annum and (ii) for foreign currency drawings, based on the British Bankers' Association Interest Settlement Rate for the relevant foreign currency for the relevant period, or if such rate is not available, the rate reasonably determined by NAB to be the appropriate equivalent rate, plus 1.5% per ~~annum (in either case, subject to increase to a default rate (9.86% as~~annum. As of ~~March 31, 2015). Interest is payable each month in arrears.~~September 30, 2015, the Trade Refinance Facility accrued interest on Australian dollar drawings at approximately 5.18%, calculated daily. The Trade Refinance Facility is secured by a lien on all the present and future rights, property and undertakings of SGI, the mortgage on SGI's Keith, South Australia property and ~~the Company's~~our corporate guarantee (up (up to a maximum of ~~AUD $15,000,000)~~USD $13,000,000).
40
Interest is payable each month in arrears on both the Overdraft Facility and the Trade Refinance Facility. In the event of a default, as defined in the NAB Facility Agreement, the interest rate will increase on both facilities by 4.5% per annum. The ~~facility~~2015 NAB Facilities contains customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the NAB facility ~~agreement.~~agreements.
Both facilities constituting the 2015 NAB Facilities are secured by a fixed and floating lien over all the present and future rights, property and undertakings of SGI and are guaranteed by the Company as noted above. The 2015 NAB Facilities contain customary representations and warranties, affirmative and negative covenants and customary events of default that permit NAB to accelerate SGI's outstanding obligations, all as set forth in the NAB facility agreements. SGI was in compliance with all NAB debt covenants at September 30, 2015.
In January 2015, SGI and NAB entered into a new business markets - flexible rate loan in the amount of AUD $650,000 (USD $453,440 at September 30, 2015) (the "Keith Building Loan") and a machinery and equipment facility in the amount of up to AUD $1,350,000 (USD $941,760 at September 30, 2015) (the "Keith Machinery and Equipment Facility"). The Keith Building Loan and Keith Machinery and Equipment Facility (collectively, the "Keith Credit Facilities") are being used for the construction of a new building on SGI's Keith, South Australia property and for the machinery and equipment to be purchased for use in the operations of the new building.
- The Keith Building Loan matures on November 30, 2024. The interest rate on the Keith Building Loan, which is payable monthly in arrears, varies from pricing period to pricing period (each such period approximately 30 days), based on the weighted average of a specified basket of interest rates (5.945% as of September 30, 2015).
- The Keith Machinery and Equipment Facility generally permits SGI to draw down amounts up to a maximum amount of AUD $1,350,000 (USD $941,760 at September 30, 2015) for periods of up to 180 days, in SGI's discretion. The Keith Machinery and Equipment Facility bears interest, payable in arrears, based on the Australian Trade Refinance ~~Facility expires on March 31, 2016.~~
39
- ~~The overdraft facility portion~~Rate quoted by NAB at the time of the ~~credit facilities (AUD $980,000)~~drawdown, plus 2.9%.
The Keith Credit Facilities are both secured by a lien on all the present and future rights, property and undertakings of SGI, our corporate guarantee and a mortgage on SGI's Keith, South Australia property. At September 30, 2015, the principal balance on the Keith Building Loan was ~~extended to March 31, 2016.~~
~~A number of lending covenants were eliminated from~~AUD $650,000 (USD $453,440), and the ~~facilities,~~principal balance on the Keith Machinery and ~~several lending covenants were added that relate to, among other things, minimum capital requirements.~~

Equipment Facility was AUD $278,938 (USD $194,587).

Summary of Cash Flows

The following table shows a summary of our cash flows for the ~~nine~~three months ended ~~March 31,~~September 30, 2015 and 2014:

		Nine Months Ended				Three months ended
		March 31,				September 30,
		2015		2014		2015		2014
Cash flows from operating activities	$	9,343,484	$	(13,328,607)	$	10,974,032	$	(653,828)
Cash flows from investing activities		(30,628,046)		(641,215)		(357,393)		(154,833)
Cash flows from financing activities		22,563,758		3,990,521		(5,496,515)		1,980,306
Effect of exchange rate changes on cash		189,464		(137,934)		(276,262)		(24,368)
Net increase (decrease) in cash		1,468,660		(10,117,235)
Net increase in cash and cash equivalents						4,843,862		1,147,277
Cash and cash equivalents, beginning of period		1,167,503		11,781,074		3,535,458		1,167,503
Cash and cash equivalents, end of period	$	2,636,163	$	1,663,839	$	8,379,320	$	2,314,780

Operating Activities

For the ~~nine~~three months ended ~~March 31,~~September 30, 2015, operating activities provided ~~$9,343,484~~$10,974,032 in cash. Net loss adjusted for non-cash items ~~generated $1,884,790~~used $1,259,232 in cash, and changes in operating assets and liabilities generated ~~$7,458,694.~~$12,233,264 in cash. The increase in cash from changes in operating assets and liabilities was primarily driven by ~~decreases~~increases in ~~accounts receivable~~account payable (including related parties) of $20,470,894 and ~~inventory balances~~increases in deferred revenue of ~~$8,167,899~~$14,096,168, partially offset by an increase in inventories of $21,482,850.

For the three months ended September 30, 2014, operating activities used $653,828 in cash, as a result of a net loss of $874,315, an increase in inventories of $1,624,020 and ~~$10,179,531, respectively,~~an increase in crop production costs of $719,014, partially offset by a ~~reduction~~decrease in accounts receivable of ~~payables of $10,826,862.~~

~~For the nine months ended March 31, 2014, operating activities used $13,328,607 in cash. Increases of $5,713,554 in inventory~~$2,077,130 and ~~$936,621 in crop productions costs and a decrease~~an increase in accounts payable (including related parties) of ~~$6,843,245 were the largest uses of cash from operations.~~$653,932.

Investing Activities

Investing activities during the ~~nine~~three months ended ~~March 31,~~September 30, 2015 used ~~$30,628,046~~$357,393 in cash. ~~The Pioneer Acquisition accounted for $36,688,881~~These activities consisted primarily of ~~the cash used in investing activities, proceeds from the March 2015 sale of the Calipatria (Imperial Valley) farmland provided $7,100,000, and $1,034,183 was used in~~ additions to property, plant and equipment, primarily for the build out of the new packaging and distribution facility in Keith, Australia.

~~Investing~~Our investing activities during the ~~nine~~three months ended ~~March 31,~~September 30, 2014 ~~used $641,215 in cash. This amount~~totaled $154,833. These activities consisted primarily of ~~$351,899 used~~additions to ~~acquire a minority investment in shares of Bioceres S.A,~~property, plant, and ~~the remaining $289,316 used to purchase~~ equipment.

Financing Activities

Financing activities during the ~~nine~~three months ended ~~March 31,~~September 30, 2015 ~~provided $22,563,758~~used $5,496,515 in cash. ~~The~~We made net repayments of $3.4 million our lines of credit and also made $2.1 million of redemptions on our convertible ~~debt offering consummated concurrently with~~debentures.

Our financing activities during the ~~Pioneer Acquisition provided gross proceeds~~three months ended September 30, 2014 consisted primarily of ~~$27,000,000, less $1,915,417~~$2.1 million of ~~debt issuance costs. The equity offering that closed concurrently with the Pioneer Acquisition provided~~ net ~~proceeds~~borrowings from our lines of ~~$4,169,025, consisting of $4,658,400 in gross proceeds and $488,975 of related fees. We used the proceeds from the sale of our Calipatria farmland to pay off the Term Loan~~credit with Wells Fargo and ~~to redeem $5,000,000 in principal amount (and accrued interest thereon) of convertible debentures.~~

Financing activities during the nine months ended March 31, 2014 provided $3,990,521 in cash, consisting primarily of net borrowings on working capital lines of credit of $5,050,874, offset by $719,856 ofNAB. We also made principal payments totaling $83,727 on the long-term loans.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the three months ended ~~March 31,~~September 30, 2015.

Capital Resources and Requirements

Our future liquidity and capital requirements will be influenced by numerous factors, including:

the extent and duration of future operating income;

the level and timing of future sales and expenditures;

working capital required to support our growth;

investment capital for plant and equipment;

our sales and marketing programs;

investment capital for potential acquisitions;

competition; and

market developments.

Critical Accounting Policies

The accounting policies and the use of accounting estimates are set forth in the footnotes to the consolidated financial statements.

In preparing our financial statements, we must select and apply various accounting policies. Our most significant policies are described in Note 2 - Significant Accounting Policies set forth in the notes to the financial statements. In order to apply our accounting policies, we often need to make estimates based on judgments about future events. In making such estimates, we rely on historical experience, market and other conditions, and on assumptions that we believe to be reasonable. However, the estimation process is by its nature uncertain given that estimates depend on events over which we may not have control. If market and other conditions change from those that we anticipate, our results of operations, financial condition and changes in financial condition may be materially affected. In addition, if our assumptions change, we may need to revise our estimates, or to take other corrective actions, either of which may also have a material effect on our results of operations, financial condition or changes in financial condition. Members of

our senior management have discussed the development and selection of our critical accounting estimates, and our disclosure regarding them, with the audit committee of our board of directors, and do so on a regular basis.

We believe that the following estimates have a higher degree of inherent uncertainty and require our most significant judgments. In addition, had we used estimates different from any of these, our results of operations, financial condition or changes in financial condition for the current period could have been materially different from those presented.

Intangible Assets: All amortizable intangible assets are assessed for impairment whenever events indicate a possible loss. Such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the recorded value of the intangible asset, the carrying amount of the intangible is reduced by the estimated cash-flow shortfall on a discounted basis, and a corresponding loss is charged to the consolidated statement of operations. Significant changes in key assumptions about the business, market conditions and prospects for which the intangible asset is currently utilized or expected to be utilized could result in an impairment charge.

Stock-Based Compensation: We account for stock-based compensation in accordance with FASB Accounting Standards Codification Topic 718 Stock Compensation, which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee's requisite service period (generally the vesting period of the equity grant).

We account for equity instruments, including stock options issued to non-employees, in accordance with authoritative guidance for equity-based payments to non-employees (FASB ASC 505-50). Stock options issued to non-employees are accounted for at their estimated fair value. The fair value of options granted to non-employees is re-measured as they vest.

Beginning with the ~~quarter~~three months ended December 31, 2014, we adopted the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under share-based compensation plans. The Black-Scholes-Merton model requires us to estimate a variety of factors including, but not limited to, the expected term of the award, stock price volatility, dividend rate, risk-free interest rate. The input factors to use in the valuation model are based on subjective future expectations combined with management judgment. The expected term used represents the weighted-average period that the stock options are expected to be outstanding. We have used the historical volatility for our stock for the expected volatility assumption required in the model, as it is more representative of future stock price trends. We use a risk-free interest rate that is based on the implied yield available on U.S. Treasury issued with an equivalent remaining term at the time of grant. We have not paid dividends in the past and currently do not plan to pay any dividends in the foreseeable future, and as such, dividend yield is assumed to be zero for the purposes of valuing the stock options granted. We evaluate the assumptions used to value stock awards on a quarterly basis. If factors change and we employ different assumptions, share-based compensation expense may differ significantly from what we have recorded in the past. When there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense. To the extent that we grant additional equity securities to employees, our share-based compensation expense will be increased by the additional unearned compensation resulting from those additional grants.

Income Taxes: We regularly assess the likelihood that deferred tax assets will be recovered from future taxable income. To the extent management believes that it is more likely than not that a deferred tax asset will not be realized, a valuation allowance is established. When a valuation allowance is established or increased, an income tax charge is included in the consolidated financial statements and net deferred tax assets are adjusted accordingly. Changes in tax laws, statutory tax rates and estimates of our future taxable income levels could result in actual realization of the deferred tax assets being materially different from the amounts provided for in the consolidated financial statements. If the actual recovery amount of the deferred tax asset is less than anticipated, we would be required to write-off the remaining deferred tax asset and increase the tax provision, resulting in a reduction of ~~net income~~earnings and stockholders' equity.

Inventories: All inventories are accounted for on a lower of cost or market basis. Inventories consist of raw materials and finished goods as well as in the ground crop inventories. Depending on market conditions, the actual amount received on sale could differ from our estimated value of inventory. In order to determine the value of inventory at the balance sheet date, we evaluate a number of factors to determine the adequacy of provisions for inventory. The factors include the age of inventory, the amount of inventory held by type, future demand for products and the expected future selling price we expect to realize by selling the inventory. Our estimates are judgmental in nature and are made at a point in time, using available information, expected business plans and expected market conditions. We perform a review of our inventory by product line on a quarterly basis.

Our subsidiary, SGI, does not fix the final price for seed payable to its growers until the completion of a given year's sales cycle pursuant to its standard contract production agreement. We record an estimated unit price, accordingly, inventory, cost of revenue and gross profits are based upon management's best estimate of the final purchase price to our SGI growers. To the extent the estimated purchase price varies from the final purchase price for seed, the adjustment to actual could materially impact the results in the period when the difference between estimates and actuals are identified. If the actual purchase price is in excess of our estimated purchase price, this would negatively impact our financial results including a reduction in gross profits and ~~net income.~~earnings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and therefore, we are not required to provide information required by this item of Form 10-Q.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~March 31,~~September 30, 2015. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~March 31,~~September 30, 2015, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Potential investors should be aware that the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any system of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Part II

OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed under the caption "Risk Factors" in Item 1A of Part 1 of our Annual Report on Form 10-K filed with the SEC on September 29, 2014, except as set forth in our Registration Statement on Form S-3, filed on January 30, 2015 and any amendments or supplements thereto, our Quarterly Report on Form 10-Q for the six months ended December 31, 2014, which was filed on February 17, 2015, and as follows:28, 2015.

We have had a material concentration of revenue from a small group of customers that fluctuates, and the loss of any of these customers in any quarter could have a material adverse effect on our revenue.

On a historical basis, we have experienced a material concentration of revenue from a small group of customers. This concentration fluctuates from quarter to quarter, depending on our customer's specific requirements, which are themselves cyclical. However, in any particular quarter, we generally have a small group of customers that accounts for a substantial portion of that quarter's revenue. Most of these customers are not contractually obligated to purchase seed from us. The loss of one or more of these customers on a quarterly basis, when taken year over year, could have a material adverse impact on our business, financial position, results of operations and operating cash flows. We could also suffer a material adverse effect from any losses arising from a major customer's disputes regarding shipments, product quality or related matters, or from our inability to collect accounts receivable from any major customer. There are no assurances that we will be able to maintain our current customer relationships or that they will continue to purchase our seed in the current projected quantities. Any failure to do so may materially adversely impact our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

See the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q.

4445

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the ~~14th~~12th day of ~~May~~November, 2015.

S&W SEED COMPANY

By:      /s/ Matthew K. Szot
          Matthew K. Szot
          Executive Vice President of Finance and Administration and Chief Financial Officer
          ~~(Principal Accounting~~(principal financial and ~~Financial Officer and Duly Authorized Signatory)~~accounting officer)

4546

~~EXHIBIT~~ INDEX TO EXHIBITS

Exhibit No.(1)		Description

2.1		Purchase and Assignment of Membership Interests, Assumption of Obligations, Agreement to be Bound by Limited Liability Company Agreement and Admission of Substituted Member, dated January 28, 2010(2)
2.2		Agreement and Plan of Merger between S&W Seed Company, a Delaware corporation and S&W Seed Company, a Nevada corporation, adopted December 10, 2011(3)
2.3		Asset Acquisition Agreement among the Registrant, Imperial Valley Seeds, Inc. ("IVS"), Glen D. Bornt, Fred Fabre and the Bornt Family Trust, dated September 28, 2012(4)
2.4		Asset Purchase and Sale Agreement ~~dated December 19, 2014,~~ between ~~S&W Seed Company~~the Registrant and Pioneer Hi-Bred International, Inc. ~~(incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Commission on~~("Pioneer"), dated December ~~29, 2014)(1)~~19, 2014(5)
~~2.2~~2.5		Asset Purchase and Sale Agreement between the Registrant and Pioneer Hi-Bred International, Inc. ("Pioneer"), dated December 19, 2014(6)
2.5		~~First~~Second Amendment to the Asset Purchase and Sale Agreement ~~(incorporated by reference~~between the Registrant and Pioneer, dated April 23, 2015(7)
2.7		Third Amendment to ~~Exhibit 2.1 to~~Asset Purchase and Sale Agreement between the ~~Registrant's Current Report on Form 8-K filed with the Commission on January 7, 2015)(1)~~Registrant and Pioneer, dated July 23, 2015(7)
3.1		Registrant's Articles of ~~Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on December 19, 2011)~~Incorporation(3)
3.2		Registrant's Amended and Restated Bylaws, ~~of S&W Seed Company (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed~~together with ~~the Commission on May 21, 2013)~~Amendments One, Two and Three thereto(7)
~~3.3~~4.1		~~First Amendment to Amended and Restated Bylaws~~Form of ~~the Registrant(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 23, 2014)~~Common Stock Certificate(8)
~~3.4~~4.2		~~Second Amendment~~Form of Underwriter Warrant issued to ~~Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on January 7, 2015)~~Rodman & Renshaw, LLC(9)
~~10.1~~4.3		~~Third Amendment to Credit~~Securities Purchase Agreement between the Registrant and ~~Wells Fargo Bank, National Association, entered into as of February 27, 2015(2)~~MFP Partners, L.P., dated December 31, 2014(5)
~~10.2~~4.4		~~Revolving Line~~Form of ~~Credit Note dated February 27, 2015, payable to Wells Fargo Bank, National Association(2)~~
~~10.3~~		~~Third Amendment to Ex-Im Working Capital Guarantee Credit~~Securities Purchase Agreement between the Registrant and ~~Wells Fargo Bank, National Association, entered into as~~each of ~~February 27, 2015(2)~~the purchasers of 8% Senior Secured Convertible Debentures and Common Stock Purchase Warrants, dated December 30, 2014(5)
~~10.4~~4.5		Form of 8% Senior Secured Convertible Debentures(6)

10.7
~~Ex-Im Working Capital Guarantee Revolving Line of Credit Note dated February 27, 2015, payable to Wells Fargo Bank, National Association(2)~~
~~10.5~~
~~Fourth~~First Amendment to ~~Credit~~Contract Alfalfa Production Services Agreement between the Registrant and ~~Wells Fargo Bank, National Association, entered into as of March 26, 2015(2)~~Pioneer, dated July 23, 2015(7)
~~10.6~~10.8
~~Fourth~~Second Amendment to ~~Ex-Im Working Capital Guarantee Credit~~Contract Alfalfa Production Services Agreement between the Registrant and ~~Wells Fargo Bank,~~Pioneer, dated August 7, 2015(10)
10.10
First Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated July 23, 2015(7)
10.11
Second Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated August 7, 2015(10)
10.76
Credit and Security Agreement between the Registrant and KeyBank, National Association ~~entered into~~("KeyBank"), dated September 22, 2015(11)
10.77
Revolving Credit Note dated September 22, 2015 in favor of KeyBank(11)
10.78
Intellectual Property Security Agreement of the Registrant in favor of KeyBank, dated September 22, 2015(11)
10.79
Pledge Agreement by the Registrant in favor of KeyBank, dated September 22, 2015(11)
10.80
Security Agreement (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015(11)
10.81
Guaranty of Payment (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015(11)
10.82
Intercreditor and Subordination Agreement among KeyBank, Hudson Bay Fund LP, in its capacity as agent for the holders of ~~March 26, 2015(2)~~the 8% Senior Secured Convertible Debentures and Pioneer, dated September 22, 2015(11)
31.1
Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002(2)~~2002(12)
31.2
Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002(2)~~2002(12)
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002(3)~~2002(13)
32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002(3)~~2002(13)

101.INS

XBRL Instance ~~Document(2)~~Document(12)
101.SCH

XBRL Taxonomy Extension Schema ~~Document(2)~~Document(12)
101.CAL

XBRL Taxonomy Extension Calculation Linkbase ~~Document(2)~~Document(12)
101.LAB

XBRL Taxonomy Extension Label Linkbase ~~Document(2)~~Document(12)
101.PRE

XBRL Taxonomy Extension Presentation Linkbase ~~Document(2)~~Document(12)
101.DEF

XBRL Taxonomy Extension Definition Linkbase ~~Document(2)~~
~~(1)~~
Exhibits and schedules to this agreement have been omitted pursuant to Item 601(b) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.
~~(2)~~
~~Filed herewith.~~
~~(3)~~
~~Furnished herewith.~~Document(12)

_________

(1) Exhibit numbers of exhibits incorporated by reference are keyed to the exhibit number of the respective exhibit in the Registrant's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on September 28, 2015.
(2) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-1749599) filed with the SEC on March 10, 2010.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on SEC on December 19, 2011
(4) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on October 2, 2012.
(5) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on December 29, 2014.
(6) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on January 7, 2015.
(7) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2015, filed with the SEC on September 28, 2015.
(8) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 333-1749599) filed with the SEC on April 23, 2010.
(9) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on May 18, 2012.
(10) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on August 17, 2015.
(11) Incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on September 23, 2015.
(12) Filed herewith.
(13) Furnished herewith. This certification shall not be deemed filed for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934.

Nevada	27-1275784
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

PART I. FINANCIAL INFORMATION	Page No.

Item 1. Financial Statements (Unaudited):

Consolidated Balance Sheets at ~~March 31,~~September 30, 2015 and June 30, 2014	23

Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~March 31, 2015 and 2014~~	3

~~Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended March 31,~~September 30, 2015 and 2014	4

Consolidated Statements of ~~Stockholders' Equity~~Comprehensive Loss for the ~~Nine~~Three Months Ended ~~March 31,~~September 30, 2015 and 2014	5

Consolidated Statements of ~~Cash Flows~~Stockholders' Equity for the ~~Nine~~Three Months Ended ~~March 31,~~September 30, 2015 and 2014	6

Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2015 and 2014	7

Notes to Consolidated Financial Statements	78

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3033

Item 3. Quantitative and Qualitative Disclosures About Market Risk	4344

Item 4. Controls and Procedures	4344

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	4445

Item 1A. Risk Factors	4445

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4445

Item 3. Defaults Upon Senior Securities	4445

Item 4. Mine Safety Disclosures	4445

Item 5. Other Information	4445

Item 6. Exhibits	4445

		Three Months Ended March 31,							Nine Months Ended March 31,
		2015			2014				2015			2014
United States	$	23,576,518	77%	$	1,674,274	21%	United States	$	26,502,537	50%	$	6,350,271	20%
Saudi Arabia		1,862,412	6%		1,829,545	23%	Saudi Arabia		8,835,887	17%		7,260,832	23%
Mexico		792,356	3%		605,980	7%	Mexico		4,909,325	9%		3,415,913	11%
Australia		297,158	1%		26,276	0%	Australia		1,953,238	4%		1,332,027	4%
Argentina		521,925	2%		405,090	5%	France		1,901,548	4%		800,248	3%
Germany		1,300,328	4%		491,893	6%	Argentina		1,953,901	4%		686,739	2%
France		314,920	1%		571,897	7%	Germany		1,120,737	2%		1,347,636	4%
Libya		168,610	1%		977,051	12%	Libya		168,105	0%		3,799,771	12%
Emirates		-	0%		1,850	0%	Emirates		-	0%		1,165,732	4%
Other		1,692,918	6%		1,546,870	19%	Other		5,140,520	10%		5,810,342	18%
Total	$	30,527,145	100%	$	8,130,725	100%	Total	$	52,485,798	100%	$	31,969,510	100%

		December 31, 2014 (initially reported)		Measurement Period Adjustments		December 31, 2014 (as adjusted)
Inventory	$	21,519,376	$	61,351	$	21,580,727
Property, plant, and equipment		6,709,265		(20,000)		6,689,265
Distribution agreement		5,050,000		-		5,050,000
Grower relationships		83,000		-		83,000
Technology/IP - germplasm		12,130,000		-		12,130,000
Technology/IP - seed varieties		4,780,000		-		4,780,000
Goodwill		10,447,735		20,000		10,467,735
Current liabilities		(21,519,376)		9,627,530		(11,891,846)
Total acquisition cost allocated	$	39,200,000	$	9,688,881	$	48,888,881

		December 31, 2014		Measurement		December 31, 2014
		(initially reported)		Period Adjustments		(as adjusted)
Cash	$	27,000,000	$	-	$	27,000,000
Promissory note		10,000,000		-		10,000,000
Contingent earn-out		2,200,000		-		2,200,000
Amount payable to seller		-		9,688,881		9,688,881
	$	39,200,000	$	9,688,881	$	48,888,881

		Three Months Ended				Nine Months Ended
		March 31				March 31
		2015		2014		2015		2014
Revenue	$	30,527,798	$	23,483,193	$	62,558,103	$	56,273,813
Net loss		(1,938,976)		(320,326)		(556,744)		(1,404,385)
Net loss per common share - basic and diluted	$	(0.15)	$	(0.02)	$	(0.04)	$	(0.11)

10.7	~~Ex-Im Working Capital Guarantee Revolving Line of Credit Note dated February 27, 2015, payable to Wells Fargo Bank, National Association(2)~~
~~10.5~~		~~Fourth~~First Amendment to ~~Credit~~Contract Alfalfa Production Services Agreement between the Registrant and ~~Wells Fargo Bank, National Association, entered into as of March 26, 2015(2)~~Pioneer, dated July 23, 2015(7)
~~10.6~~10.8		~~Fourth~~Second Amendment to ~~Ex-Im Working Capital Guarantee Credit~~Contract Alfalfa Production Services Agreement between the Registrant and ~~Wells Fargo Bank,~~Pioneer, dated August 7, 2015(10)
10.10		First Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated July 23, 2015(7)
10.11		Second Amendment to Alfalfa Distribution Agreement between the Registrant and Pioneer, dated August 7, 2015(10)
10.76		Credit and Security Agreement between the Registrant and KeyBank, National Association ~~entered into~~("KeyBank"), dated September 22, 2015(11)
10.77		Revolving Credit Note dated September 22, 2015 in favor of KeyBank(11)
10.78		Intellectual Property Security Agreement of the Registrant in favor of KeyBank, dated September 22, 2015(11)
10.79		Pledge Agreement by the Registrant in favor of KeyBank, dated September 22, 2015(11)
10.80		Security Agreement (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015(11)
10.81		Guaranty of Payment (Subsidiary) by U.S. Subsidiaries of Registrant in favor of KeyBank, dated September 22, 2015(11)
10.82		Intercreditor and Subordination Agreement among KeyBank, Hudson Bay Fund LP, in its capacity as agent for the holders of ~~March 26, 2015(2)~~the 8% Senior Secured Convertible Debentures and Pioneer, dated September 22, 2015(11)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002(2)~~2002(12)
31.2		Certification of Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002(2)~~2002(12)
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002(3)~~2002(13)
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002(3)~~2002(13)

101.INS		XBRL Instance ~~Document(2)~~Document(12)
101.SCH		XBRL Taxonomy Extension Schema ~~Document(2)~~Document(12)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase ~~Document(2)~~Document(12)
101.LAB		XBRL Taxonomy Extension Label Linkbase ~~Document(2)~~Document(12)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase ~~Document(2)~~Document(12)
101.DEF		XBRL Taxonomy Extension Definition Linkbase ~~Document(2)~~
~~(1)~~		Exhibits and schedules to this agreement have been omitted pursuant to Item 601(b) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.
~~(2)~~		~~Filed herewith.~~
~~(3)~~		~~Furnished herewith.~~Document(12)