S&W Seed Co (Form: 8-K, Received: 08/17/2015 16:20:58)

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 13, 2015
Date of Report (Date of earliest event reported)

S&W SEED COMPANY
(Exact Name of Company as Specified in Its Charter)

Nevada 001-34719 27-1275784

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)

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

(559) 884-2535
(Company's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Definitive Material Agreement

On August 13, 2015, S&W Seed Company, a Nevada corporation (the "Registrant") executed and entered into a Second Amendment to the Alfalfa Distribution Agreement and a Second Amendment to the Contract Alfalfa Production Services Agreement, both dated as of August 7, 2015 (collectively, the "Second Amendments"), which agreements were originally entered into on December 31, 2014 between the Registrant and Pioneer Hi-Bred International, Inc., an Iowa corporation ("Pioneer") and first amended on July 23, 2015. Under the terms of the Second Amendments, Pioneer agreed to accelerate the date on which Pioneer must make certain payments to the Registrant under both agreements from November 15 to September 15 in each year of the term of each agreement In all other material respects, the provisions of agreements as entered into on December 31, 2014 and as amended on July 23, 2015 remain unchanged and in full force and effect.

The foregoing descriptions of the Second Amendments do not purport to be complete and are qualified in their entirety by reference to, and should be read in conjunction with, the full text of the Second Amendment to the Alfalfa Distribution Agreement and Second Amendment to the Contract Alfalfa Production Services Agreement,, which are filed as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

Exhibit	Description
10.1	Second Amendment to the Alfalfa Distribution Agreement, dated as of August 7, 2015, between S&W Seed Company and Pioneer Hi-Bred International, Inc.
10.2	Second Amendment to the Contract Alfalfa Production Services Agreement, dated as of August 7, 2015, between S&W Seed Company and Pioneer Hi-Bred International, Inc.

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.


	S&W SEED COMPANY

By: /s/ Matthew K. Szot

Matthew K. Szot

Executive Vice President of Finance and Administration and Chief Financial Officer

Date: August 17, 2015

EXHIBITS FILED WITH THIS REPORT

Exhibit	Description
10.1	Second Amendment to the Alfalfa Distribution Agreement, dated as of August 7, 2015, between S&W Seed Company and Pioneer Hi-Bred International, Inc.
10.2	Second Amendment to the Contract Alfalfa Production Services Agreement, dated as of August 7, 2015, between S&W Seed Company and Pioneer Hi-Bred International, Inc.

EXHIBIT 10.1

SECOND AMENDMENT TO THE
ALFALFA DISTRIBUTION AGREEMENT

This Second Amendment to the Alfalfa Distribution Agreement (this "Amendment" ) is made this 7th day of August, 2015, by and among Pioneer Hi-Bred International, Inc., an Iowa corporation ( "Pioneer" ), and S&W Seed Company, a Nevada corporation ( "Company" ). Pioneer and Company are collectively referred to herein as the "Parties" and each individually as a "Party" .

WHEREAS, the Parties entered into that certain Alfalfa Distribution Agreement dated December 31, 2014, as amended by the First Amendment to the Alfalfa Distribution Agreement dated July 23, 2015 (as so amended, the "Agreement" ).

WHEREAS , the Parties now wish to amend the Agreement as provided in this Amendment.

NOW, THEREFORE , for and in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Parties hereby agree as follows:

As used in this Amendment, capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

The second sentence of Section 2.3.8.1 of the Agreement shall be amended by changing the reference to "November 15" therein to "September 15".

This Amendment shall be effective as of the date first written above.

In case of any inconsistencies between the terms and conditions contained in this Amendment and the terms and conditions contained in the Agreement, the terms and conditions of this Amendment shall control.

Except as set forth in this Amendment, (a) all provisions of the Agreement shall remain unmodified and in full force and effect and (b) nothing contained in this Amendment shall amend, modify or otherwise affect the Agreement or any Party's rights or obligations contained therein.

This Amendment shall be governed by the substantive laws of the State of Iowa, without regard to its conflicts of laws principles. Any controversy or claim arising out of or relating to this Amendment shall be handled in accordance with Section 7.3 of the Agreement.

This Amendment (along with the Agreement and the other Transaction Documents (as such term is defined in the APSA)) supersedes all prior agreements between the Parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter.

All of the terms and provisions of this Amendment shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

This Amendment may be executed in any number of counterparts (including via facsimile or portable document format (PDF)), each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first above written.

PIONEER HI-BRED
INTERNATIONAL, INC.

By: /s/ Paul E. Schickler
Name: Paul E. Schickler
Title: President

S&W Seed Company

By: /s/ /s/ Matthew K. Szot
Name: Matthew Szot
Title: CFO

[Signature Page to Second Amendment to the Alfalfa Distribution Agreement]

EXHIBIT 10.2

SECOND AMENDMENT TO THE
CONTRACT ALFALFA PRODUCTION SERVICES AGREEMENT

This Second Amendment to the Contract Alfalfa Production Services Agreement (this "Amendment" ) is made this 7th day of August, 2015, by and among Pioneer Hi-Bred International, Inc., an Iowa corporation ( "Pioneer" ), and S&W Seed Company, a Nevada corporation ( "Contractor" ). Pioneer and Contractor are collectively referred to herein as the "Parties" and each individually as a "Party" .

WHEREAS, the Parties entered into that certain Contract Alfalfa Production Services Agreement dated December 31, 2014, as amended by the First Amendment to the Contract Alfalfa Production Services Agreement dated July 23, 2015 (as so amended, the "Agreement" ).