S&W Seed Company filed SEC Form 8-K: Other Events, Creation of a Direct Financial Obligation
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) relating to the Second Letter Agreement (as defined below in this Current Report) is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
As previously disclosed, on December 19, 2024, S&W Seed Company (the “Company”) entered into a Credit and Security Agreement (as amended to date, the “Mountain Ridge Credit Agreement”) with ABL OPCO LLC (“Mountain Ridge”), as administrative agent, and the lenders party thereto. The Mountain Ridge Credit Agreement provides for a senior secured credit facility of up to $25.0 million. Capitalized terms used but not otherwise defined in this Current Report shall have the meanings ascribed to them in the Mountain Ridge Credit Agreement.
On July 1, 2025, the Company and Mountain Ridge entered into a letter agreement relating to the Mountain Ridge Credit Agreement (the “Second Letter Agreement”). Pursuant to the Second Letter Agreement, the Lenders advanced additional Revolving Loans under the Mountain Ridge Credit Agreement to the Company in the aggregate principal amount of $150,000 (the “Specified Revolving Loans”) solely to pay estimated costs and expenses related to payroll and ongoing fees for legal and professional services. The Specified Revolving Loans are secured by the Collateral.
In consideration of the Lenders’ agreement to advance the Specified Revolving Loans, the Company will pay the Lenders a funding fee in the aggregate amount of $85,000 (the “Default Funding Fee”), which amount (i) became fully earned and nonrefundable on the date of the Second Letter Agreement, (ii) shall be due and payable on the earlier to occur of (A) the Maturity Date, (B) Acceleration of the Loans, or (C) any sale of any assets of the Loan Parties outside the ordinary course of business, and (iii) shall be considered an earned fee for all purposes under the Mountain Ridge Credit Agreement on account of all Obligations generally and in consideration for all outstanding Loans which have been made, including the Specified Revolving Loans.
The Specified Revolving Loans will bear interest at a rate of 18.00% per annum from the date of the Second Letter Agreement until the date the Revolving Exposure is no longer in excess of the Borrowing Base.
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 hereunto duly authorized.
| Date: July 8, 2025 | S&W SEED COMPANY | |
| By: | /s/ Vanessa Baughman | |
| Vanessa Baughman | ||
| Interim Chief Executive Officer and Chief | ||
| Financial Officer | ||