As filed with the Securities and Exchange Commission on February 7, 2018
December 17, 2021

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM S-3

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________________

S&W SEED COMPANY

(Exact name of registrant as specified in its charter)

_________________________

2101 Ken Pratt Blvd, Suite 201

106 K Street, Suite 300
Sacramento, California 95814
(559) 884-2535
Longmont, CO 80501

(720) 506-9191

(Address, including zip code, and telephone number, including area code, of registrant'sregistrant’s principal executive offices)

_________________________

Mark W. Wong
106 K Street,

2101 Ken Pratt Blvd, Suite 300
Sacramento, California 95814
(559) 884-2535
201

Longmont, CO 80501

(720) 506-9191

Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copy to:

Steven M. Przesmicki, Esq.

Phillip S. McGill, Esq.

Cooley LLP

4401 Eastgate Mall

San Diego, CA 92121

(858) 550-6000

_________________________

Approximate Date of Commencement of the Proposed Sale to the Public:From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:x  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  ¨☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer" "smaller” “accelerated filer” “smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

We urge you to read carefully this prospectus, together with the information incorporated herein by reference as described under the heading "Where“Where You Can Find More Information,"” before buying any of the securities being offered.

Neither we nor any selling stockholder has authorized anyone to provide you with different information, and if anyone provides, or has provided you, with inconsistent information, you should not rely on it. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus, as well as the information filed previously with the Securities and Exchange Commission (the "SEC"“SEC”), and incorporated herein by reference, is accurate only as of the date of the document containing the information, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sale of our common stock.

A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the heading "Where“Where You Can Find More Information."” In this prospectus, references to the "Company," "S“Company,” “S&W Seed," "registrant," "we," "us,"” “registrant,” “we,” “us,” and "our"“our” refer to S&W Seed Company. The phrase "this prospectus"“this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context requires otherwise.

Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and resale, we are referring to the shares issued to the selling stockholders pursuant to the Purchase Agreement as described below. When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus and any applicable prospectus supplement or free writing prospectus, including the documents that we incorporate by reference herein and therein, contain "forward-looking statements"“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”). These forward-looking statements can generally be identified as such because the context of the statement will include words such as "may," "will," "intend," "plan," "believe," "anticipate," "expect," "estimate," "predict," "potential," "continue," "likely,"“may,” “will,” “intend,” “plan,” “believe,” “anticipate,” “expect,” “estimate,” “predict,” “potential,” “continue,” “likely,” or "opportunity,"“opportunity,” the negative of these words or words of similar import. Similarly, statements that describe our future plans, strategies, intentions, expectations, objectives, goals or prospects are also forward-looking statements. Discussions containing these forward-looking statements may be found, among other places, in the "Business"“Business” and "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” sections incorporated by reference from our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC.

These forward-looking statements are based largely on our expectations and projections about future events and future trends affecting our business, and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The risks and uncertainties include, among others, those noted in "Risk Factors"“Risk Factors” below and in any applicable prospectus supplement or free writing prospectus, and those included in the documents that we incorporate by reference herein and therein.

In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the filing of this prospectus or any applicable prospectus supplement or free writing prospectus, or documents incorporated by reference herein and therein, that include forward-looking statements.

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PROSPECTUS SUMMARY

This summary highlights important features of this offering and the information included or incorporated by reference in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read this prospectus, any applicable prospectus supplement and the information incorporated by reference in this prospectus and any applicable prospectus supplement before you invest in our common stock.

Company Overview

Founded in 1980 and headquartered in Sacramento, weWe are a global multi-crop, middle-market agricultural company. Grounded in our historical expertise and what we believe is our present leading positionWe are market leaders in the breeding, production and sale of alfalfa seed and sorghum seed. We also have a growing commercial market presence in sunflower, wheat and pasture seed and maintain an active stevia development program.

Our seed platform develops and supplies high quality germplasm designed to produce higher yields for farmers worldwide. We sell over 500 seed products in more than 40 countries. We maintain an active product pipeline and expect to introduce more than 20 new products during the 2022-2023 fiscal years.

Founded in 1980, we continue to build towardsbegan our goaloperations as a limited producer of being recognized as the world's preferred proprietary forage, grain and specialty crop seed company. In addition to our primary activities innon-dormant alfalfa seed varieties bred for warm climates and high-yields, including varieties that can thrive in poor, saline soils. Over the years we have expanded our product portfolio by adding hybrid sorghum and sunflower seed, which complement our alfalfa seed offerings by allowing us to leverage our infrastructure, research and development expertise and our distribution channels, as we begin to diversify into what we believe are higher margin opportunities. We also continue to conduct our stevia breeding program, having three patents granted and one additional patent application pending.

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

• diversifying our production geographically by expanding from solely producing seed in the San Joaquin Valley of California to initially adding production capability in the Imperial Valley of California, then expanding into Australia (primarily South Australia) and, most recently, adding production in other western states and Canada;
• expanding from solely offering non-dormant varieties to now havingbuilt a full range of both dormant and non-dormant varieties;
• expanding the depth and breadth of our research and development capabilities in order to develop new varieties of both dormant and non-dormant alfalfa seed with traits sought after by our existing and future customers;
• diversifying into complementary proprietary crops by acquiring the assets of a Queensland, Australia company specializing in breeding, selling and licensing of hybrid sorghum and sunflower seed;
• expanding our distribution channels and customer base, initially through the acquisition of the customer list of a key international customer in the Middle East in July 2011, and thereafter, through certain strategic acquisitions;
• expanding our sales geographically both through the expansion of our product offerings to make available product needed in regions we historically did not cover and through an expansion of our sales and marketing efforts generally; and
• implementing a stevia breeding program to develop new stevia varieties that incorporate the most desirable characteristics of this all-natural, zero calorie sweetener.

We have accomplished these expansion initiativesdiversified, global agricultural platform through a combination of organic growth and strategic acquisitions foremost among them:

• the acquisition in July 2011 of certain intangible assets, including the customer information, related to the field seed and small grain business of Genetics International, Inc., which had previously operated in the Middle East and North Africa ("MENA") and which began our transition into selling directly to MENA distributors;
• thecollaborations, including:

  Our 2012 acquisition in October 2012 of Imperial Valley Seeds, Inc., which enabled us to expand production of non-GMO alfalfa seed into California'sCalifornia’s Imperial Valley, thereby ensuring a non-GMO uncontaminated source of alfalfa seed due to the prohibition on growing GMO crops in the Imperial Valley, as well as enabling us to diversify our production areas and distribution channels;

• the

Additional Company Information

From 1980 until 2009, our business wasWe operated as a general partnership. We bought outpartnership from 1980 until 2009. In 2009, we incorporated under the former partners beginninglaws of Delaware, and in June 2008, incorporated in Delaware in October 2009 and completed2011, we reincorporated under the buyoutlaws of the general partners in May 2010. We reincorporated in Nevada in December 2011. SGI, which is our wholly owned subsidiary, was incorporated as a limited proprietary corporation in South Australia in 1993, originally named Harkness Group. It then changed its name to Seed Genetics Australia Pty Ltd in 2002 and changed its name to Seed Genetics International Pty Ltd in 2011.

Nevada. Our principal business office is located at 106 K Street,2101 Ken Pratt Blvd, Suite 300, Sacramento, California 95814,201, Longmont, CO 80501, and our telephone is number (559) 884-2535. SGI's principal office space is located in Unley, South Australia.(720) 506-9191. Our website address is www.swseedco.com. The information contained in or accessible through our website does not constitute part of this prospectus.prospectus or any prospectus supplement.

Selling Stockholders

MFPPrivate Placement

On August 15, 2017,October 14, 2021, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), including MFP Partners, L.P. ("MFP"(“MFP”), purchased 375,000the Company’s largest stockholder, Starlight 4, LLLP (“Starlight”), an entity affiliated with Mark W. Wong, our Chief Executive Officer and a member of our board of directors, and Alan D. Willits, Charles B. Seidler and Robert Straus, each a member of our board of directors, pursuant to which we sold and issued an aggregate of 1,847,343 shares of our common stock from entities advised by RMB Capital Management LLC ("RMB"), pursuant to a Stock Purchase Agreement between MFP and RMB (the "RMB Shares"“Shares”), at a purchase price of $4.00$2.73 per share, for an aggregate purchase pricegross proceeds of $1,500,000.

On October 3, 2017, we entered into an Investment Agreement (the "Investment Agreement") with MFP, pursuant to which we agreed to, among other things, commenceapproximately $5.0 million. Alexander C. Matina, a rights offering for up to an aggregate of 3,500,000 sharesmember of our common stock (the "Rights Offering Shares") at a subscription priceboard of $3.50 per share (the "Rights Offering"). Upon the expirationdirectors, is Vice President of Investments of the Rights Offering, and subject togeneral partner of MFP.

Concurrently with the terms and conditionsexecution of the InvestmentPurchase Agreement, MFP agreed to purchase, at the subscription price, all of the Rights Offering Shares not purchased in the Rights Offering (the "Backstop Commitment"). On December 22, 2017 (the "Closing Date"), we completed the closing of the Rights Offering and the Backstop Commitment, pursuant to which we issued an aggregate of 2,306,461 shares of our common stock (the "Investment Agreement Shares" and, together with the RMB Shares, the "MFP Shares") to MFP for an aggregate purchase price of $8,072,613.50.

As required by the Investment Agreement, on the Closing Date wePurchasers entered into a Registration Rights Agreement (the "MFP Registration“Registration Rights Agreement"Agreement”) with MFP.. Pursuant to the MFP Registration Rights Agreement, we agreed to among other things, (i) file a registration statement with the SEC within 30 business60 days of the Closing Date to coverdate of the Registration Rights Agreement, covering the resale by MFPthe Purchasers of the MFP Shares, (ii) cause such registration statement to become effective as soon as practicable following the filing thereof and (iii) take all other actions as may be necessary to keep such registration statement continuously effective during the timeframes set forth in the MFP Registration Rights Agreement. IfAs set forth in the Registration Rights Agreement, if we fail to comply with certain obligations with respect to filing and securing effectiveness of such registration statement, we would be obligated to pay liquidated damages to MFP in the amount ofPurchasers equal to 1% of MFP's aggregatetheir respective purchase price of the Investment Agreement Shares for each applicable 30 day30-day period, up to an aggregatea maximum of 4%, so long as the event giving rise to the damages remains uncured, all as set forth in the MFP Registration Rights Agreement.

Mark W. Wong

On October 11, 2017, we entered into a Securities Purchase Agreement (the "October Purchase Agreement") with Mark W. Wong, a member of our Board of Directors and our President and Chief Executive Officer, pursuant to which we agreed to sell and issue an aggregate of 75,000 shares of our common stock (the "Wong Shares" and, together with the MFP Shares, the "Shares") at a purchase price of $3.50 per share, for an aggregate purchase price of $262,500.

As required by the October Purchase Agreement, we simultaneously entered into a Registration Rights Agreement (the "Wong Registration Rights Agreement") with Mr. Wong, with respect to the Wong Shares. Pursuant to the Wong Registration Rights Agreement, we agreed to, among other things, (i) file a registration statement with the SEC within 30 business days of the Closing Date to cover the resale by Mr. Wong of the Wong Shares, (ii) cause such registration statement to become effective as soon as practicable following the filing thereof and (iii) take all other actions as may be necessary to keep such registration statement continuously effective during the timeframes set forth in the Wong Registration Rights Agreement. If we fail to comply with certain obligations with respect to filing and securing effectiveness of such registration statement, we would be obligated to pay liquidated damages to Mr. Wong in the amount of 1% of Mr. Wong's aggregate purchase price of the Wong Shares for each applicable 30 day period, up to an aggregate maximum of 4%, so long as the event giving rise to the damages remains uncured, all as set forth in the Wong Registration Rights Agreement.

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The Registration Statement of which this prospectus is a part relates to the resalesresale of the Shares that we issued in connection with the transactions described above, with MFP and Mr. Wongthe Purchasers being the selling stockholders.

The Offering

2,756,501 shares

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RISK FACTORS

An investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should consider carefully the specific risk factors discussed in the sections entitled "Risk Factors"“Risk Factors” contained in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as filed with the SEC, which are incorporated in this prospectus by reference in their entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any prospectus supplement hereto. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and cash flow could be materially and adversely affected. In that case, the trading price of our common stock could decline and you might lose all or part of your investment.

USE OF PROCEEDS

The proceeds from the sale of shares of common stock offered pursuant to this prospectus are solely for the account of the selling stockholders. We will not receive any proceeds from the sale of shares by the selling stockholders.stockholder.

SELLING STOCKHOLDERS

The selling stockholders, or their pledgees, assignees, or successors-in-interest, are offering for resale, from time to time, up to an aggregate of 2,756,5011,847,343 shares of our common stock. The following table sets forth certain information with respect to beneficial ownership of our common stock as of February 2, 2018November 30, 2021 by the selling stockholders, as determined in accordance with Rule 13d-3 of the Exchange Act. This information has been obtained from the selling stockholders or in Schedules 13G or 13D and other public documents filed with the SEC.

Relationship with the Selling Stockholders

As discussed in greater detail above under the section "Prospectustitled “Prospectus Summary - Selling Stockholders,"– Private Placement,” on October 14, 2021, we have entered into registration rights agreementsthe Purchase Agreement with each of MFP and Mr. Wong,the selling stockholders pursuant to which we sold and issued the Shares to the selling stockholders and agreed with the selling stockholders to file a Registration Statement to enable the resale of the Shares. Except as noteddiscussed in the footnotes tosection titled “Prospectus Summary – Private Placement” and the Selling Stockholders table above, none of the selling stockholders hasnor any persons having control over such selling stockholders have held any position or office with us or our affiliates within the last three years ornor has had a material relationship with us or any of our predecessors or affiliates within the past three years, other than as a result of the ownership of our shares or other securities.

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PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, assignees and successors-in-interest (each, a selling stockholder; provided, that a prospectus supplement naming any such pledgee, assignee or successor-in-interest has been filed with the SEC) may, from time to time, sell any or all of its securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling securities:

• on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be "underwriters"“underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares that may be sold pursuant to this prospectus. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

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The selling stockholders will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each selling stockholder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by such selling stockholder.

We have agreed to keep the registration statement of which this prospectus is a part effective until the earlier of the date on which (a) the Shares have been sold or otherwise transferred pursuant to this prospectus; (b) such securities are sold in accordance with Rule 144 (or any successor provision) promulgated under the Securities Act; or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Once sold under the registration statement, of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the fiscal year ended June 30, 2017,2021, have been so incorporated in reliance on the report of Crowe Horwath LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

The validity of the Shares to be offered for resale by the selling stockholders under this prospectus will be passed upon for us by Jolie Kahn, Esq., New York, New York.Brownstein Hyatt Farber Schreck, LLP.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate“incorporate by reference"reference” information that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus.

The following documents are incorporated by reference into this document:

We also incorporate by reference into this prospectus the following documents as well as all documents (other than current reports or portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items and other portions of documents that are furnished, but not filed, pursuant to applicable rules promulgated by the SEC) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement, and (ii) after the effectiveness of the registration statement but prior to the termination of the offering of the securities covered by this prospectus:

• ourprospectus. These documents include periodic reports, such as Annual ReportReports on Form 10-K, for the fiscal year ended June 30, 2017, filed with the SEC on September 20, 2017;
• our Quarterly ReportReports on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017;
• our and Current Reports on Form 8-K, filed with the SEC on Thursday, July 20, 2017, Friday, July 21, 2017, Monday, September 18, 2017, Wednesday, October 4, 2017, Thursday, October 12, 2017, Monday, November 27, 2017, Friday, December 1, 2017, Friday, December 8, 2017, Wednesday, December 20, 2017, Friday, December 22, 2017, Thursday, December 28, 2017 and Thursday, January 11, 2018; and
as well as proxy statements.
• the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on April 23, 2010,We will provide to each person, including any amendments and reports filed for the purpose of updating such description.

You maybeneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference ininto this prospectus by writing or telephoning us atbut not delivered with the following address and number: S&W Seed Company, 106 K Street, Suite 300, Sacramento, California 95814; telephone (559) 884-2535. We will provide copies of all documents requested (notprospectus, including exhibits to those documents, unless the exhibitswhich are specifically incorporated by reference into thosesuch documents. You should direct any requests for documents by writing us at S&W Seed Company, 2101 Ken Pratt Blvd, Suite 201, Longmont, Colorado 80501, Attn: Corporate Secretary or this prospectus) without charge.

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telephoning us at (720) 506-9191.

In accordance with Rule 412 of the Securities Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits which are part of the registration statement. For further information with respect to us and the securities offered by this prospectus, we refer you to the registration statement and the exhibits filed as part of the registration statement. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1.800.SEC.0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public over the Internet at the SEC'sSEC’s website at http://www.sec.gov. We also maintain a website at www.swseedco.com. The information contained in, or that can be accessed through, our website is not part of this prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

The following is a statement of the estimated expenses to be incurred by us in connection with the registration of the securities under this Registration Statement, all of which will be borne by us.

defending an action (including, without limitation, attorney’s fees), to the extent that such person is successful on the merits or otherwise in defense of (a) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, (an "Indemnified Party"), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnified Party in connection with such action, suit or proceeding if the Indemnified Party would not be liable pursuant to NRS 78.138 or the Indemnified Party acted in good faith and in a manner the Indemnified Party reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnified Party's conduct was unlawful.

NRS 78.7502(2) empowers a corporation to indemnify any Indemnified Party who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor against expenses (including amounts paid in settlement and attorneys' fees actually and reasonably incurred by such Indemnified Party) in connection with the defense or settlement of such action or suit if such Indemnified Party would not be liable pursuant to NRS 78.138 or such Indemnified Party acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of(b) any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extentsuch action.

NRS 78.751 provides that the court in which such action or suit was brought determines upon application that in view of all the circumstances, the Indemnified Party is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS 78.7502(3) provides that to the extent an Indemnified Party has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2 of NRS 78.7502 described above or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Indemnified Party against expenses (including attorneys' fees) actually and reasonably incurred by the Indemnified Party in connection therewith.

NRS 78.751(1) provides that any discretionary indemnification pursuant to NRS 78.7502 unless ordered by a courtshall not be deemed exclusive or advanced pursuant to NRS 78.751(2), may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such disinterested directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such disinterested directors cannot be obtained.

NRS 78.751(2) provides that a corporation's articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as such expenses are incurred and in advance of the final disposition, upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. The provisions of NRS 78.751(2) do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

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NRS 78.751(3) provides that indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751 does not exclude any other rights to which an Indemnified Partythe indemnified party may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office; provided, however,(except that unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses pursuant to NRS 78.751(2), indemnification may not be made to or on behalf of any director or officer finally adjudged by a court of the corporation if a final adjudication establishes that his or her acts or omissions involvedcompetent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of the law whichand such intentional misconduct, fraud or a knowing violation of the law was material to the cause of action. Additionally,action) and that the scope of such indemnification and advancement of expenses shall continue as to an Indemnified Partydirectors, officers, employees or agents who hashave ceased to hold one of thesuch positions, specified above, and shall inure to the benefit of his or hertheir heirs, executors and administrators.

NRS 78.752 empowerspermits a corporation to purchase and maintain insurance or make other financial arrangements on behalf of an Indemnified Partyany person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against such Indemnified Party orthe person and liability and expenses incurred by the person in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, Indemnified Party, whether or not the corporation has the authority to indemnify such a person against such liability and expenses.

TheOur articles of incorporation and bylaws of the Registrant provide for indemnification of Indemnified Parties substantially identical in scope to that permitted under the statutory mechanisms available pursuant to the NRS. Such provisions of our articles of incorporation and bylaws provide that the expenses of our directors and officers of the Registrant incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Registrantus as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Registrant.us.

In addition to indemnification provided in the Registrant'sour bylaws, the Registrant haswe have entered into agreements to indemnify theour directors and executive officers of the Registrant and directors of the Registrant'sour wholly owned subsidiaries. These agreements require that the Registrantwe indemnify the directors and officers against all expenses incurred by any such person arising out of such person'sperson’s service as aour director or officer of the Registrant or itsour subsidiaries, to the fullest extent permitted by applicable law and to any greater extent that applicable law may in the future permit. The Registrant hasWe have also purchased insurance coverage for such directors and officers with respect to litigation and other costs and liabilities arising out of their actual or alleged misconduct.

The above-described provisions relating to the indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the "Securities Act"(“the Securities Act”). InsofarHowever, insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers or persons controlling us pursuant to applicable state law and the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission (the "SEC"),SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Item 16. Exhibits.

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2.6		Asset Acquisition Agreement between the Registrant and SV Genetics Pty Ltd, dated May  26, 2016 (incorporated by reference to Exhibit 2.1 to the Registrants'Registrant’s Current Report on Form 8-K, filed with the SEC on May 31, 2016)2016 (File No.  001-34719)).
4.1
2.7(1)		Fourth Amendment to Asset Purchase and Sale Agreement between the Registrant and Pioneer, dated December  4, 2017 (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on February 8, 2018 (File No.  001-34719)).
2.8(1)		Asset Purchase Agreement by and between Novo Advisors, solely in its capacity as the receiver for, and on behalf of, Chromatin, Inc., dated September 5, 2018 (incorporated by reference to Exhibit 2.8 to the Registrant’s Annual Report on Form 10-K, filed on September 20, 2018 (File No. 001-34719)).
2.9		Asset Purchase Agreement by and between Novo Advisors, solely in its capacity as the receiver for, and on behalf of, Chromatin, Inc., dated September 14, 2018 (incorporated by reference to Exhibit 2.9 to the Registrant’s Annual Report on Form 10-K, filed on September 20, 2018 (File No. 001-34719)).
2.10		Share Sale Agreement by and among S&W Seed Company Australia Pty Ltd, a wholly owned subsidiary of the Registrant, Ann Elizabeth Damin and Robert Damin, dated February 18, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 14, 2020 (File No. 001-34719)).
4.1		Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's CurrentRegistrant’s Quarterly Report on Form 8-K,10-Q, filed with the SEC on December 19, 2011)February 11, 2021 (File No. 001-34719)).
4.2
4.2		Second Amended and Restated Bylaws of the Registrant, together with Amendment One thereto (incorporated by reference to Exhibit 3.3 to the Registrant's CurrentRegistrant’s Quarterly Report on Form 8-K,10-Q, filed with the SEC on December 16, 2015)May 14, 2020 (File No. 001-34719)).
4.3
4.3		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant'sRegistrant’s Registration Statement on Form S-3 (File No. 333-219726) filed (filed with the SEC on August 4, 2017)2017 (File No. 333-219726)).
4.4		Registration Rights Agreement by and among the Registrant the parties named therein, dated July 19, 2017 (incorporated by reference to the Registrant's Current Report on Form 8-K, filed with the SEC on July 19, 2017).
4.5(1)		Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights between the Registrant and Pioneer, dated December 31, 2014 (incorporated by reference to the Registrant's Current Report on Form 8-K, filed with the SEC on January 7, 2015).
4.6		First Amendment to the Assignment Agreement of Plant Variety Certificates, Plant Breeders' Rights, Maintenance Rights and Registration Rights between the Registrant and Pioneer, dated April 23, 2015 (incorporated by reference to the Registrants' Annual Report on Form 10-K, filed with the SEC on September 28, 2015).
4.7		Form of Registration Rights Agreement among the Registrant and purchasers of the 8% Senior Secured Convertible Debentures and Warrants (incorporated by reference to the Registrants Current Report on Form 8-K, filed with the SEC on December 31, 2014).
4.8		Registration Rights Agreement between the Registrant and MFP Partners, L.P., dated November 23, 2015 (incorporated by reference to the Registrants Current Report on Form 8-K, filed with the SEC on November 24, 2015).
4.9		Securities Purchase Agreement between the Registrant and MFP Partners, L.P., dated December 31, 2014 (incorporated by reference to the Registrants Current Report on Form 8-K, filed with the SEC on December 31, 2014).
4.10		Form of Securities Purchase Agreement between the Registrant and each of the purchasers of 8% Senior Secured Convertible Debentures and Common Stock Purchase Warrants, dated December 30, 2014 (incorporated by reference to the Registrants Current Report on Form 8-K, filed with the SEC on December 31, 2014).
4.11		Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.3 to the Registrant'sRegistrant’s Current Report on Form 8-K, filed on December 31, 2014 (File No. 001-34719)).
4.5		Description of Common Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on December 31, 2014)September 23, 2020 (File No. 001-34719)).

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5.1
4.9		Registration Rights Agreement dated September  5, 2018, by and among the Registrant and MFP (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on September  6, 2018 (File No. 001-34719)).
4.10		Securities Purchase Agreement and among the Registrant the parties named therein, dated October  14, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on October 18, 2021 (File No.  001-34719)).
4.11		Registration Rights Agreement and among the Registrant the parties named therein, dated October  14, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on October 18, 2021 (File No.  001-34719)).
5.1		Opinion of Jolie Kahn, Esq.Brownstein Hyatt Farber Schreck, LLP.
23.1
23.1		Consent of Crowe Horwath LLP.
23.2
23.2		Consent of Jolie Kahn, Esq.Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).
24.1
24.1		Powers of Attorney (included in the signature page hereto).

Item 17.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”) that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(b)(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

(4) That, for the purpose of determining liability under the Securities Act to any purchaser: (i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento,Longmont, State of California, February 7, 2018.Colorado, December 17, 2021.

POWER OF ATTORNEY

EachKnow All Persons By These Presents, that each person whose signature appears below constitutes and appoints Mark W. Wong and Matthew K. Szot,Elizabeth Horton, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any orand all amendments (including post-effective amendments) to this Registration Statement, on Form S-3, and to file the same, with all exhibits thereto, and allother documents in connection therewith, with the SEC, granting unto said attorney-in-factattorneys-in-fact and agent,agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-factattorneys-in-fact and agent,agents, or any of them, or their or his substitute or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.