October 28, 2016

To our stockholders:

We are pleased to invite you to attend the 2016 annual meeting of stockholders of S&W Seed Company, to be held on Friday, December 9, 2016 at 10:00 a.m. Pacific Standard Time at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California.

Details regarding the business to be conducted are described in the accompanying Notice of Annual Meeting of Stockholders and the Proxy Statement.

Your vote is very important. Whether or not you attend the annual meeting we hope you will vote as soon as possible. There are three ways that you can cast your ballot - by telephone, by Internet or by mailing the proxy card (if you request one). Please review the instructions included in the Proxy Statement.

Thank you for your ongoing support and continued interest in S&W Seed Company. We look forward to seeing you at the annual meeting.

7108 North Fresno Street, Suite 380
Fresno, CA 93720

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 9, 2016

To Be Held On April 10, 2015the Stockholders of S&W Seed Company:

Dear Stockholder:

You are cordially invited to attend a specialThe 2016 annual meeting of stockholders (the "Special"Annual Meeting") of S&W Seed Company, a Nevada corporation (the "Company"). The meeting will be held on April 10, 2015Friday, December 9, 2016 at 11:10:00 a.m. Pacificlocal time at the Company's corporate headquarters located at 7108 North Fresno Street, Suite 380, Fresno,The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California, for the following purpose:purposes:

Proposal No. 1: To consider and vote upon a proposal to approve the issuanceThese items of the Company's common stock pursuant to the terms of $27,000,000 principal amount of 8% Senior Secured Convertible Debentures Due 2017 and accompanying Common Stock Purchase Warrants, issued in a private placement that we closed on December 31, 2014, in each case, without giving effect to the conversion cap in such securities (as described below), which proposal we refer to as the "Share Issuance Proposal."

The substance of this matter and related informationbusiness are more fully described in the proxy statementProxy Statement accompanying this Notice.

No other business may be conducted at the Special Meeting except as required by law.

Any action on the items of business described above may be considered at the time and on the date specified above or at any other time and date to which the SpecialAnnual Meeting may be properlyproperty adjourned or postponed.

HoldersThe record date for the Annual Meeting is October 19, 2016. Only stockholders of record of the Company's common stock at the close of business on February 9, 2015 (the "Record Date") are entitled to notice of, and tothat date may vote at the Special Meetingmeeting or any adjournment thereof. In accordance with Nevada law, if necessary to obtain a quorum or to obtain additional votes needed to win approval for the Share Issuance Proposal, the Company will adjourn the Special Meeting and announce a new time later in the day on April 10, 2015 to reconvene the Special Meeting, without need to renotice this Special Meeting, or the Company will fix a new record date and renotice the Special Meeting to be held on a date in the future.

You are invited to attend the Special Meeting. Whether or not you plan to attend in person, you are urged to sign and return immediately the enclosed proxy in the envelope provided. No postage is required if the envelope is mailed in the United States. The proxy is revocable and will not affect your right to vote in person if you are a stockholder of record and attend the meeting. If your shares are held through an intermediary such as a broker or bank, you should present proof of your ownership as of the record date, such as a recent account statement reflecting your holdings as of the record date, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

A list of stockholders entitled to vote will be available at the meeting and during ordinary business hours for ten days prior to the meeting at our corporate offices, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, for examination by any stockholder who is a stockholder as of the Record Date for any legally valid purpose related to the meeting.

The Company recommends that all stockholders consent to the Share Issuance Proposal, by marking the box is entitled "FOR" with respect to the Proposal and submitting your proxy card by one of the methods set forth in the proxy card that accompanies the Proxy Statement. If you sign and send in the proxy card but do not indicate how you want to vote as to the Proposal, your consent form will be treated as consent "FOR" the Share Issuance Proposal.

The Company encourages you to take an active role in the affairs of your company by either attending the Special Meeting in person and/or by executing and returning the enclosed proxy card.

To ensure your representation at the Special Meeting, please fill in, sign, date and return the attached proxy using the enclosed addressed envelope. By returning the enclosed proxy, you will not affect your right to revoke doing so in writing or to cast your vote in person should you later decide to attend the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting of Stockholders to beBe Held on April 10, 2015:December 9, 2016 at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae, California.

Rules adopted byThe Proxy Statement and Annual Report to Stockholders (including the Securities and Exchange Commission allow companies to send stockholders a NoticeForm 10-K for the fiscal year ended June 30, 2016) are available free of Internet Availability of proxy materials, rather than mail them full sets of proxy materials. For this Special Meeting, the Company has continued its practice of mailing full packages of materials to its stockholders. However the Company has made available on its website a set of the proxy materials, including this notice of meeting, the proxy statement and the form of proxy card. For your convenience, you can access those materials under "April 10, 2015 Special Meeting" on the Investors page of the Company's website at www.swseedco.com, but you will not be able to vote on that website.charge at: wwwproxyvote.com.

By Order of the Board of Directors

President and Chief Executive Officer

Fresno, California
March 9, 2015October 28, 2016

You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as described in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

S&W SEED COMPANY

PROXY STATEMENT
FOR THE 2015 SPECIAL2016 ANNUAL MEETING
OF STOCKHOLDERS OF S&W SEED COMPANY

AtThe enclosed proxy is solicited by the Special Meeting, we are seeking stockholder approval for the issuanceBoard of shares underlying Debentures and Warrants we issued in a financing transactionDirectors (the "Financing Transaction""Board"), the proceeds of which were used to fund our purchase of certain alfalfa-related assets (the "Acquisition") of Pioneer Hi-Bred International, Inc. ("DuPont Pioneer"), a subsidiary of E. I. du Pont de Nemours and Company ("DuPont"). This proxy statement provides certain required information regarding the Acquisition pursuant to Note A to Schedule 14A, which requires disclosure of certain information regarding an acquisition, even if approval of the acquisition is not sought, when the matter to be acted upon relates in some manner to that acquisition. Because the proceeds from the Financing that underlies the Share Issuance Proposal were used to fund the Acquisition, we have included additional disclosure in this proxy statement. However, we are not seeking stockholder approval for the Acquisition or the Financing Transaction, both of which closed on December 31, 2014 without the need to obtain stockholder approval under either Nevada law or the rules of The NASDAQ Stock Market.

TABLE OF CONTENTS

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INTRODUCTION

This proxy statement is furnished to the holders of common stock of S&W Seed Company, a Nevada corporation in connection with the solicitation of proxies by management of S&W to be voted at a special meeting of stockholders on Friday, April 10, 2015, at 11:00 a.m. Pacific time, at our corporate headquarters located at 7108 North Fresno Street, Suite 380, Fresno, California and any adjournments or postponements thereof (the "Special Meeting"). In this document, the words "S&W, the "Company," "we,"S&W," "us,""we" or "our" and "ours" refer only to S&W Seed Company and not to any other person or entity.

Our stockholders will be asked), for use in voting at the Special Meeting to consider and vote upon a resolution (in the form attached as Schedule I to this proxy statement) approving the issuance of shares of our common stock issuable in the future in connection with the possible conversion of up to $27,000,000 of 8% senior secured convertible debentures (the "Debentures") and upon exercise of 2,699,999 warrants (the "Warrants") issued to the holders of the Debentures (the "Debenture Private Placement" or the "Debenture Financing"), in each case, without giving effect to the conversion cap in such securities. Such approval will also provide our stockholders' consent to the issuance of additional shares of our common stock that we potentially could issue from time to time to service the debt obligation under the Debentures in lieu of cash payments of interest and debt amortization and for additional shares that potentially could be issuable pursuant to adjustments to the conversion price provided for in the Debentures. We refer to this proposal as the "Share Issuance Proposal."

On December 31, 2014, we consummated two private placements, pursuant to which we raised gross proceeds of $31,658,400. In addition to the $27,000,000 principal amount raised in the Debenture Private Placement noted above, we also raised an additional $4,658,400 in gross proceeds through the sale of common stock (the "Shares Private Placement"). The primary use of the net proceeds from these concurrent financing transactions was to finance the Acquisition, under the terms of which we purchase from DuPont Pioneer alfalfa production and research facility assets, as well as conventional (non-GMO) alfalfa germplasm. We discuss the Acquisition in greater detail later in this proxy statement.

The Special Meeting is being convened solely to obtain stockholder approval for the issuance of shares of our common stock that may, in the future, be issued pursuant to the terms of the Debentures and Warrants sold in the Debenture Private Placement. Because the net proceeds from the Debenture Private Placement were used to finance the Acquisition, this proxy statement includes certain disclosure that would be included in a proxy statement that sought approval of the Acquisition, except to the extent such disclosure is not material to a prudent judgment on the matter that we are asking you to approve.We are not seeking approval of the Acquisition, which was completed on December 31, 2014 without the need to obtain stockholder approval under state, federal or exchange rules or regulations.

We are soliciting proxies from our stockholders to be voted at the Special Meeting pursuant to this proxy statement in order to enable us to fulfill our obligation to the purchasers under the terms of the Debentures and Warrants. Without their investments, together with the Shares Private Placement, we would not have been able to consummate the Acquisition, a transaction we believe will be transformative in elevating our Company to rank among the most preeminent alfalfa seed companies in the world. We are asking for our stockholders support in this endeavor by providing the stockholder approval we are required to obtain.

Each stockholder is entitled to one vote for each share of our common stock owned as of the close of business on February 9, 2015, which is the record date for the purpose of determining the stockholders entitled to receive notice of and to vote at the Special Meeting.

We know of no specific matter to be brought before the Special Meeting that is not referred to in the Notice of Special2016 Annual Meeting of Stockholders dated March(the "Annual Meeting") to be held at The Westin San Francisco Airport, on December 9, 2015. If2016, at 10:00 a.m. and at any such matter properly comes beforeadjournment(s) or postponement(s) thereof, for the Special Meeting, the proxyholders will vote proxies in accordance with their judgment.

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If we are unable to obtain stockholder approval, we will only be able to issue 1,036,594 of the shares potentially issuable pursuant to the Debentures and Warrants. Thus, we would be unable to comply with the contractually agreed upon terms of the Debenture Financing, namely, Debenture conversion and Warrant exercises above and beyond the initial 1,036,594 shares that we are able to issue without stockholder approval under the NASDAQ rules. This could trigger a default under the Debentures if we were ever unable to make the required payments on the Debentures in cash. The Debentures are secured obligations of our Company. If we are unable to make the required payments when due, the holders of the Debentures will have the rights to declare the unpaid total principal amount, accrued but unpaid interest and all other amounts due under the Debentures immediately due and payable, to foreclose any liens and security interests securing payment thereof and to exercise any of their other rights, powers and remedies under the Debentures, under any other transaction documents executed in connection with the Debenture Financing, or at law or in equity. In addition, such a default would also be deemed a default under our credit facilities with Wells Fargo Bank, National Association ("Wells Fargo"), as well as a default under the promissory note and related loan documents we executed in connection with the Acquisition. A default under the Debentures, the DuPont Pioneer secured promissory note and our credit facilities could have a material adverse effect on our ability to conduct our business or could force us to invoke legal measures to protect our business, including, but not limited to, filing for protection under the U.S. Bankruptcy Code. In addition, if we were to issue shares of our common stock pursuant to the Debentures and Warrants in excess of the 19.99% limitationpurposes set forth in NASDAQ Rules 5635(a) and 5635(d) without obtaining prior stockholder approval, our common stock would be subject to delisting from the NASDAQ Capital Market. Delisting would have a material adverse impact on our stockholders' ability to sell their shares and would likely cause a material decline in the trading price of our stock.

Until we obtain the needed approval, we will be required to serially seek stockholder approval on a quarterly basis, which will consume financial resources and divert management's attention from operating the business. Furthermore, although we presently do not intend to use shares to service the debt, without stockholder approval we will be unable to service a portion of the debt through the potential issuance of shares at such times as our management team believes that preserving cash for other purposes would be in our best interest.

For all of these reasons, the board of directors of S&W unanimously determined that the approval of the potential issuance of the shares pursuant to the Debenture Private Placement is in the best interests of the Company and our stockholders. The S&W Board unanimously recommends that you vote "FOR" the Share Issuance Proposal.

We are providing you with this proxy statement and related materials in connection with the solicitation of proxies by our management. This proxy statement and the accompanying proxy card are expected to be mailed to the stockholdersNotice of record asAnnual Meeting of February 9, 2015, commencing on or about March 11, 2015.Stockholders.

All properly executed written proxies and all properly completed proxies submitted by mail, facsimile or via the Internet, which are delivered pursuant to, and which appoint Mark Grewal, Matthew Szot and Debra Weiner as proxyholders in accordance with, this solicitation will be voted at the Special Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Special Meeting. If no direction is provided in otherwise properly dated and signed proxies that are timely delivered, the proxyholders will vote the applicable shares "FOR" the Share Issuance Proposal.TABLE OF CONTENTS

Your vote is very important. Whether or not you plan to attend the Special Meeting, please take time to vote by completing and mailing your proxy card or by following the voting instructions provided to you if your own your shares through a broker or other intermediary. If you do not receive instructions, you may request them from that broker or other intermediary.

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SOURCES OF ADDITIONAL INFORMATION

If you have any questions about completing, signing, dating or delivering your proxy card or require assistance, please contact:

Please complete, sign, date and return your proxy card today.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING.

In addition to delivering printed versions of this proxy statement and the proxy card to all stockholders by mail, this proxy statement and the proxy card are also at our website at www.swseedco.com and through the Securities and Exchange Commission's Electronic Data-Gathering, Analysis and Retrieval online database, which we refer to as EDGAR, at www.sec.gov/edgar.

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SUMMARY TERM SHEETS

The following is a summary of information contained elsewhere in this proxy statement. The summary is provided for convenience only and should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing or referred to elsewhere in this proxy statement.

The DuPont Pioneer Alfalfa Assets Acquisition Summary Term Sheet and Related Information

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	We have omitted from this proxy statement detailed information about our company that would be required by Item 14 of Schedule 14A if we were filing a registration on Form S-4 in connection with an acquisition inasmuch as such information is not material to an informed voting decision of the Share Issuance Proposal. For more detailed information about us, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, our Quarterly Report on Form 10-Q for the period ended December 31, 2014 and other reports and filings we may make from time to time with the SEC, all of which are available at www.sec.gov. Pioneer Hi-Bred International, Inc. is a subsidiary of E. I. du Pont de Nemours and Company. Its shares are not publicly traded. Its address is 7250 N.W. 62nd Avenue, Johnston, IA 50131 and its telephone number is (515) 535-3200. See "Information About the DuPont Pioneer Alfalfa Business and Related Required Information" beginning on page 15.
The Transaction:	On December 31, 2014, we purchased from DuPont Pioneer alfalfa research and production assets, conventional (non-GMO) alfalfa germplasm and certain other assets (the "Purchased Assets"), as set forth in detail in the Asset Purchase and Sale Agreement (as amended, the "APSA") between the parties. We further agreed to assume certain liabilities related to, among other things, the Purchased Assets, as specifically agreed to in the APSA. The agreements related to the Acquisition provide that both we and DuPont Pioneer will work towards obtaining the necessary consents from and agreements with third parties such that certain GMO alfalfa assets can be purchased from DuPont Pioneer by us. Pursuant to the terms of the APSA, if such consents and agreements are obtained before November 30, 2017 and subject to the satisfaction of other conditions specified in the APSA, we have 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. See "DuPont Pioneer Alfalfa Assets Acquisition" beginning on page 38.
The Consideration:	Up to $42,000,000, consisting of the following: (i) a cash payment at closing of $27,000,000; and (ii) a three year secured promissory note (the "Note") payable 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. The promissory note bears interest at 3% per annum (paid annually), matures on December 31, 2017 and is secured by certain of the Purchased Assets. See "DuPont Pioneer Alfalfa Assets Acquisition" beginning on page 38.

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Additional Agreements:	In connection with the purchase and sale of the Purchased Assets, the parties agreed to enter into a series of agreements, including, but not limited to, the various agreements required to effect the transfer of assets (including mortgages, assignment agreements and other transfer agreements), a distribution agreement, production services agreement, and a lease agreement pertaining to the use of alfalfa facilities in Connell, Washington. See "DuPont Pioneer Alfalfa Assets Acquisition - The S&W/DuPont Pioneer Agreements" beginning on page 39.
Conditions to Closing:	In addition to customary closing conditions, the closing of the Acquisition was conditioned upon us securing financing sufficient to pay the $27,000,000 cash consideration due at closing. The net proceeds from the financing transactions discussed below provided the cash consideration for the closing of the Acquisition.
The Closing:	The parties closed the Acquisition on December 31, 2014. The consummation of the transaction did not require the approval of our stockholders, the stockholders of DuPont Pioneer or any regulatory approvals.
Relationship of the Parties:	Prior to the Acquisition, the parties had no formal relationship. The various agreements entered into between the parties in connection the Acquisition create on ongoing business relationship under the terms of which we will produce alfalfa seed for sale to DuPont Pioneer, which will continue to sell alfalfa seed as one of its product lines. We also have a landlord-tenant relationship under the lease agreement entered into in connection with the closing. See "DuPont Pioneer Alfalfa Assets Acquisition - Relationship of the Parties" beginning on page 40.
Interests of Certain Persons in the Transactions:	None of the executive officers or directors of our company or DuPont Pioneer have any interest in the Acquisition.
Expenses of the Transaction:	Except as set forth in the APSA, all fees and expenses incurred in connection with the Acquisition are the obligation of the respective party incurring such fees and expenses.

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The Financings

The Debenture Private Placement Summary Term Sheet

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Terms of the Warrants:	Following is a summary of certain significant terms of the Warrants. See "The Financing Transactions - Common Stock Purchase Warrants" beginning on page 44 for a more detailed description of the terms of the Warrants.
Term	The Warrants are exercisable beginning June 30, 2015 and will be exercisable through June 30, 2020, unless earlier redeemed.
Exercise Price	The initial exercise price is $5.00 per share, subject to customary adjustment for stock splits, reverse stock splits and other events of recapitalization. If, on September 30, 2015, the exercise price then in effective exceeds the arithmetic average of the 10 lowest VWAPs of our 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 be 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). In addition, if we issue or are 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").
Consideration	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.
Redemption	At any time after June 30, 2015, we may redeem the outstanding Warrants upon 30 days' prior written notice for $0.25 per unexercised warrant, provided all equity conditions have been met, and provided further, that the closing price of our common stock has equaled or exceeded $12.00 (subject to adjustment) for at least 15 consecutive trading days.
Registration Rights:	We agreed to (i) file a Registration Statement no later than 30 days following closing of the financing (which we timely filed on January 30, 2015); (ii) respond to SEC comments within 18 days of receipt; and (iii) request acceleration within three business days of receiving confirmation from the SEC Staff that the review of the registration statement is complete (or there is to be no review) (our registration statement on Form S-3 was declared effective on February 20, 2015). We agreed to use reasonably commercial best efforts to cause the registration statement to be declared effective as soon as possible after the closing. We will be required to pay a 1% default payment in cash prorated during each month such obligations are not satisfied, up to three months as long as the Company is current in its fillings and the holders can use Rule 144 for resale of their shares.
Right of Participation	The investors have the right to participate for no less than 30% of any future public offering of the Company in excess of $5,000,000 in gross proceeds for two years after the closing of the financing.
Closing	The Debenture and Warrant Financing closed on December 31, 2014. We sold $27,000,000 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.

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Stockholder Approval

Under the terms of the Debentures and Warrants and pursuant to the corporate governance rules of The NASDAQ Stock Market, we are required to seek stockholder approval for the issuance of the shares of our common stock that may be issued from time to time upon conversion of the Debentures, exercise of the Warrants and for debt service on the Debentures. It is this requirement that has caused us to notice and call this Special Meeting. There are a number of factors that could impact the number of shares that we potentially could issue pursuant to the Debentures and Warrants, including: (i) whether we redeem $5,000,000 in principal amount of the Debentures before July 1, 2015, which we currently expect to do upon the closing of the pending real property sales that we have publicly announced; (ii) whether the conversion price on the Debentures resets as of September 30, 2015 from the initial conversion price of $5.00 to as low as $4.15 pursuant to the ratchet provision in the Debentures, which adjusted price would be reset based upon our stock price on that day; and (iii) whether we make any monthly payments of interest or redemptions of principal with shares of our common stock (based on then-current stock prices) in lieu of cash payments, which is a determination that is solely within our discretion. We have notified the holders of the Debentures that we will make interest and redemption payments in cash unless and until we provide a subsequent notice changing that election. Assuming we redeem the $5,000,000 in principal, the conversion price does not adjust on September 30, 2015, and we make no payments of interest or reduction of principal with shares, and further assuming all of the Warrants are exercised, we will ultimately issue 4,399,992 shares upon conversion of the Debentures and 2,699,999 shares upon exercise of the Warrants, for a total of 7,099,991 shares of our common stock. However, because the exact number of shares of our common stock that could potentially be issuable pursuant to the terms of the Debentures and Warrants cannot be determined as of the date of the Special Meeting, we are asking you, our stockholders, to approve, generally, the issuance of all of the shares potentially issuable upon conversion of and debt service on the Debentures and upon exercise of the Warrants. (See "Proposal No. 1 - The Share Issuance Proposal, beginning on page 51.)

The Shares Private Placement Summary Term Sheet

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Closing:

The Common Stock Private Placement closed on December 31, 2014. We sold 1,294,000 shares at $3.60 for gross proceeds of $4,658,400. These shares are not part of the Share Issuance Proposal.

QUESTIONS AND ANSWERS ABOUT THE SPECIALANNUAL MEETING

Why am I receiving these materials?

We have prepared these materials for our 2016 annual meeting of stockholders (the "Annual Meeting") to be held on Friday, December 9, 2016 at 10:00 a.m. Pacific Standard Time. S&W is soliciting proxies for use at the Annual Meeting, including any postponements or adjournments.

The Annual Meeting will be held at The Westin San Francisco Airport, located at 1 Old Bayshore Highway, Millbrae, California. You are invited to attend the Annual Meeting and requested to vote on the proposals described in this Proxy Statement (the "Proxy Statement").

These materials were first sent or made available to stockholders on October 28, 2016.

What is thisincluded in these proxy statement? materials?

• The BoardNotice of Directors has provided2016 Annual Meeting of Stockholders;
• This Proxy Statement for the Annual Meeting; and
• S&W's Annual Report on Form 10-K for the year ended June 30, 2016, as filed with the Securities and Exchange Commission (the "SEC") on September 15, 2016 (the "Annual Report").

If you withrequested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting.

Why did I receive a notice in connectionthe mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Beginning with its solicitation of proxiesthis Annual Meeting, in accordance with rules adopted by the CompanySecurities and Exchange Commission (the "SEC"), S&W has elected to be voteduse the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, we have sent a Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders pursuant to which the Board is soliciting your proxy to vote at the Special Meeting. Please note that throughout theseAnnual Meeting, including any adjournments or postponements thereof. Instructions on how to access the proxy materials weover the Internet or request a printed copy of the materials can be found in the Notice.

Stockholders may referfollow the instructions in the Notice to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings, and reduce the cost to S&W Seed Company as "S&W," "the Company," "we," "us" or "our." Theseassociated with the printing and mailing of materials.

S&W's proxy materials are first being mailedalso available atwww.swseedco.com/investors/annual-meeting-and-proxy/. This website address is included for reference only. The information contained on S&W's website is not incorporated by reference into this Proxy Statement.

We intend to mail the Notice on or about October 28, 2016 to all stockholders of record entitled to vote at the Special MeetingAnnual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or about March 11, 2015.after November 7, 2016.

What is the purpose of the Special Meeting? At the Special Meeting, our stockholders will act upon the proposal described in these Proxy Materials: That is, you are being asked to consider a proposal to approve the possible future issuance of the Company's common stock upon conversion and exercise of Debentures and Warrants that were issued in a private placement that closed on December 31, 2014, as well as the possible issuance of additional shares of our common stock in lieu of cash payments to service the Debenture indebtedness, at our option and provided various conditions are satisfied.

Who Can Vote?Only holders of record of the common stock on February 9, 2015, which we refer to as the Record Date, will be entitled to attend and vote at the Special Meeting or any adjournment thereof. As of the Record Date, there were 12,961,475 shares of common stock issued, outstanding and entitled to vote. No other class of voting securities is outstanding on the date of mailing of this proxy statement. Each share of common stock has one vote per share.

How May You Vote? We have two kinds of stockholders - stockholders of record and beneficial stockholders. The ways in which you can vote will differ depending on whether you are a record holder or a beneficial holder.

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For Beneficial Owners
	If, on February 9, 2015, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held "in street name," and these proxy materials are being forwarded to you by your broker, bank or other nominee holder (referred to herein as "broker"). It is the broker who is considered the stockholder of record for purposes of voting at the Special Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares, and you may attend the Special Meeting. If your shares are held in street name, you will receive instructions from your broker that must be followed in order for the broker to vote the shares per your instructions.
	Under stock market rules currently in effect, brokerage firms and nominees have the authority to vote their customers' unvoted shares on certain "routine" matters if the customers have not furnished voting instructions within a specified period prior to the Special Meeting. However, the Share Issuance Proposal to be voted upon at the Special Meeting is not considered a "routine" matter, and hence brokerage firms and nominees will not be able to vote the shares of customers from whom they have not received voting instructions.If your shares are held in street name, you must instruct your broker how to vote your shares or, on the substantive matters to come before the Special Meeting, your shares will not be voted. Broker non-votes occur when shares held by a broker are not voted with respect to a proposal because (i) the broker has not received voting instructions from the beneficial owner of the shares and (ii) the broker lacks the authority to vote the shares at the broker's discretion. Broker non-votes will be counted as shares present and entitled to vote for the purposes of determining the presence of a quorum on each of the proposals to be voted on at the Special Meeting. Proxies that are sent to us and not voted in person at the Special Meeting must be received by us at least one day prior to the Special Meeting date, being April 9, 2015, in order to ensure that the votes will be counted. If you have voted prior to the Special Meeting but choose to attend the meeting and change your vote, you must follow the instructions in the next question.

May you change or revoke your vote?Subject to any rules your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Special Meeting.

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May you attend the Special Meeting and vote in person?Whether or not you have previously submitted your voting instructions by returning a dated and signed proxy card, voting online at the Transfer Online website or voting by telephone or over the Internet in accordance with your broker's procedures, you are cordially invited to attend the Special Meeting.Attendance at the Special Meeting does not revoke your previously submitted voting instructions. If you have previously voted but want to change your vote at the Special Meeting, you must follow the instructions provided in the prior question.

How will your shares be voted if you submit a proxy and do not make specific choices? If you sign and return your proxy card but do not give any voting instructions, your shares will be voted in favor of the Share Issuance Proposal and in accordance with the discretion of the proxy holders upon such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

What information is contained in this proxy statement? The information in this proxy statement relates to the Share Issuance Proposal to be voted on at the Special Meeting, the voting process and other required information, including a detailed narrative of the Acquisition and the Financing Transactions that were consummated in order to pay the cash consideration for the Acquisition.

What proposalsitems will be voted on at the SpecialAnnual Meeting?At

There are three items scheduled for a vote at the Special Meeting, stockholders will be askedAnnual Meeting:

• The election to votethe Board of the eight nominees named in this Proxy Statement (Proposal No. 1);
• Ratification of the selection of Crowe Horwath LLP as S&W's independent registered public accounting firm for the fiscal year ending June 30, 2017 (Proposal No. 2); and
• Approval, on only one proposal: A proposal to approvean advisory basis, of the issuancecompensation of the Company's common stock potentially issuable pursuantnamed executive officers, as disclosed in the Proxy Statement (Proposal No. 3).

Will any other business be conducted at the meeting?

Other than the proposals referred to in this Proxy Statement, S&W knows of no other matters to be submitted to the terms of Debentures and Warrants, which securities were previously issued in a private placement. We refer to this proposal asstockholders for consideration at the "Share Issuance Proposal." We are not seeking approvalAnnual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the Acquisition orpersons named in the Financing Transactions.accompanying proxy to vote upon such matters in accordance with their best judgment.

What isare the Board's voting requirement to approve the Share Issuance Proposal, and how does the Board of Directors recommend that you vote? The affirmative vote of a majority of the shares present, represented and entitled to vote, excluding abstentions, on the proposal is required to approve this proposal (assuming a quorum is present in person or by proxy). If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian or other record holder how to vote, it will have no effect on the voting outcome of this proposal. You may vote either "FOR," "AGAINST" or "ABSTAIN." recommendations?

The Board of Directors recommends that you vote your shares "FOR"shares:

• "FOR" election of each of the Share Issuance Proposal.

  Why are we asking you to approve the Share Issuance Proposal?NASDAQ Listing Rule 5635(a) states: "Shareholder approval is required priornominees named in this Proxy Statement to the issuance of securities in connection with the acquisitionBoard (Proposal No. 1);

• "FOR" ratification of the stock or assetsselection of another company if: (1) where, due toCrowe Horwath LLP as S&W's independent registered public accounting firm for the present or potential issuance of common stock, including shares issued pursuant tofiscal year ending June 30, 2017 (Proposal No. 2); and
• "FOR" approval, on an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash: . . . the number of shares of common stock to be issued is or will be equal to or in excess of 20%advisory basis, of the number of shares of common stock outstanding before the issuance of the stock or securities." Although we are not seeking stockholder approval of the Acquisition because the consideration therefor was cash and a secured promissory note rather than securities, because the net proceeds from the Debenture Financing and the Shares Private Placement were used to fund the cash portion of the Acquisition, we must comply with the stockholder approval requirement of Listing Rule 5635(a)(1).

  In addition, NASDAQ Listing Rule 5635(d) requires that we obtain stockholder approval prior to the issuancecompensation of the Company's common stocknamed executive officers, as disclosed in connection with certain non- public offerings involving the sale, issuanceProxy Statement (Proposal No. 3).

May the Annual Meeting be adjourned or potential issuance by uspostponed?

Any action on the items of our common stock equal to 20% or more of our common stock outstanding beforebusiness described above may be considered at the issuance, ifAnnual Meeting at the price per share is less than the greater of book value or markettime and on the date of pricing. If the Debentures are fully convertedspecified above or at any time and the Warrants are fully exercised, we will issue more than 20% of the number of shares we had outstanding on December 30, 2014, the date onto which the definitive transaction documents were executed. Although the initial conversion price of the Debentures and initial exercise price of the Warrants were both fixed at $5.00, which exceeded the greater of book value and market value of our common stock on December 31, 2014, we could, potentially, issue shares pursuant to the Debentures and/or Warrants at lower prices if there is a decrease in the conversion price and/or warrant exercise price below that level or if, in the unlikely event we were to make interest payments or redemptions in shares at then-current stock prices, which could be less than the greater of book value or market on December 30, 2014. In addition, we contractually agreed to seek stockholder approval in connection with the sale of the Debentures and Warrants.

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What constitutes a quorum? A quorum is the presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock (as calculated on February 9, 2015). That means that at least 6,480,738 shares of common stock must be present at the SpecialAnnual Meeting in order to have a quorum and enable us to conduct the Special Meeting.

Who will count the votes? A representative from Transfer Online, Inc. will act as inspector of elections and will tabulate the votes. The inspector will separately tabulate "FOR" and "AGAINST" votes, abstentions and broker non-votes for the Share Issuance Proposal and any other matter than may properly come before the Special Meeting.

How are abstentions and broker non votes counted? Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. Under Nevada law, abstentions from voting and broker non-votes are not counted as votes cast and accordingly will have no effect upon the results.

Is your vote confidential? Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

• as necessary to meet applicable legal requirements;
• to allow for the accurate and efficient tabulation and certification of votes; and
• to facilitate a successful proxy solicitation.

How can you learn the results of the vote?We intend to announce preliminary voting results at the Special Meeting and will publish final results on a Current Report on Form 8-K within four business days following the Special Meeting.

Are any of the Company's officers and directors interested in matters to be acted upon? Our officers and directors do not have any interest in the matters to be acted upon at the Special Meeting.

Who is soliciting votes and who will bear the cost for this proxy solicitation? We are soliciting the votes and will bear all expenses of soliciting proxies. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable out-of-pocket expenses in forwarding solicitation material to such beneficial owners. Some of our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. In addition, we have engaged Georgeson, Inc. to assist in obtaining proxies by mail, facsimile or email from brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares for this Special Meeting. We have agreed to a fee of approximately $24,000, plus out-of-pocket expenses. Georgeson, Inc. may be contacted at (888) 624-7035.

What is "householding"? We may deliver a single proxy statement to an address shared by two or more of our stockholders. This method of delivery, known as "householding," permits us to realize significant cost savings, reduces the amount of duplicate information stockholders receive and reduces the environmental impact of printing and mailing documents to you. Under this process, certain stockholders of record will receive only one copy of our proxy materials and any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. Any stockholders who wish to opt out of, or wish to begin, householding may contact us through one of the methods provided below.

What should you do if you receive more than one copy of proxy materials?If you received more than one copy of proxy materials, your shares are registered in more than one name or brokerage account. Please follow the voting instructions on each voting instruction card that you receive to ensure that all of your shares are voted.

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How may you access our proxy materials over the Internet?You may access this proxy statement on the Investors page of our website at www.swseedco.com by clicking on "April 10, 2015 Special Meeting."

May the meeting beproperly adjourned or postponed?postponed. Under Nevada law, we are not required to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the boardBoard fixes a new record date for the adjourned meeting or the meeting date is adjourned to a date more than 60 days later than the date set for the original meeting, in which case a new record date must be fixed and notice given. Accordingly, if we

Are any of S&W's officers and directors interested in matters to be acted upon?

Other than the nominees' interest in the election of directors and the potential impact of the advisory vote on executive compensation, our officers and directors do not have sufficient votes for a quorum orany interest in the matters to approve the Share Issuance Proposal, it our intention to make an announcementbe acted upon at the Special MeetingAnnual Meeting.

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Who may vote at the Annual Meeting?

Each share of a new date for an adjourned or postponed meeting that is withinS&W's common stock has one vote on each matter. Only stockholders of record as of the 60-day period permitted under Nevada law. Thereafter, if required,close of business on October 19, 2016 (the "Record Date") are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 17,680,828 shares of S&W Board will fix a new&W's common stock issued and outstanding, held by 23 holders of record. In addition to stockholders of record date and a new meeting date.of S&W's common stock, beneficial owners of shares held in street name as of the Record Date can vote using the methods described below.

What is the mailing addressdifference between a stockholder of record and a beneficial owner of shares held in street name?

• Stockholder of Record.If your shares are registered directly in your name with S&W's transfer agent, Transfer Online, Inc. ("Transfer Online"), you are the stockholder of record with respect to those shares, and the Notice was sent directly to you by S&W.
• Beneficial Owner of Shares Held in Street Name.If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the "beneficial owner" of shares held in "street name," and a Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, trustee, or nominee how to vote your shares.

If I am a stockholder of record of S&W's shares, how do I vote?

If you are a stockholder of record, there are four ways to vote:

• In person.You may vote in person at the Annual Meeting by requesting a ballot when you arrive. You must bring valid photo identification such as a driver's license or passport and may be requested to provide proof of stock ownership as of the Record Date. In order for your vote to be counted, you must hand your completed ballot to the person who will be designated by the Chairman at the meeting, and your ballot will then be provided to the inspector of election.
• Via the Internet.You may vote by proxy via the Internet by visiting www.proxyvote.com and following the instructions provided in the Notice.
• By Telephone.You may vote by proxy by calling the toll free number found in the Notice and following the recorded instructions and the instructions found in the Notice.
• By Mail.If you request printed copies of the proxy materials by mail, you will receive a proxy card, and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

If I am a beneficial owner of shares held in street name, how do I vote?

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. Simply follow the voting instructions in the Notice to ensure that your vote is counted.To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

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If you are a beneficial owner of shares held in street name, there are four ways to vote:

• In person.If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a "legal proxy" from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot from an usher when you arrive. You must also bring valid photo identification such as a driver's license or passport. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to the person who will be designated by the Chairman at the meeting, and your ballot will then be provided to the inspector of election.

• Via the Internet.You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice. The availability of Internet voting may depend on the voting process of the organization that holds your shares.
• By Telephone.You will receive a voting instruction form and you may vote by proxy by calling the toll free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.
• By Mail.If you request printed copies of the proxy materials by mail, you will receive a voting instruction form, and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.

What is the quorum requirement for the Annual Meeting?

A majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:

• Are entitled to vote and you are present in person at the Annual Meeting; or
• Have properly voted by proxy on the Internet, by telephone or by submitting a proxy card or voting instruction form by mail.

Under Nevada law, unless the articles of incorporation or bylaws provide otherwise, a quorum is calculated based on the voting power present in person or by proxy, regardless of whether the proxy has authority to vote on all matters. Consequently, broker non-votes and withheld votes will be counted towards the presence of a quorum for holding the Annual Meeting.

At least 8,840,415 shares of common stock must be present at the Annual Meeting in order to have a quorum and conduct the Annual Meeting. If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.

How are proxies voted?

All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder's instructions.

What happens if I do not vote or give specific voting instructions?

Stockholders of Record.If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or in person at the Annual Meeting, your shares will not be voted. If you are a stockholder of record and you:

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• Indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or
• Sign and return a proxy card without giving specific voting instructions,

then the persons named as proxy holders, Mark S. Grewal and Matthew K. Szot, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote your shares in their discretion on "routine" matters but cannot vote on "non-routine" matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote."

Which proposals are considered "routine" or "non-routine"?

The ratification of the selection of Crowe Horwath LLP as S&W's independent registered public accounting firm for the fiscal year ending June 30, 2017 (Proposal No. 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal No. 2.

Each of the other proposals, including the election of directors (Proposal No. 1), and the advisory approval of the compensation of S&W's named executive officers (Proposal No. 3), are considered non-routine matters under applicable rules. A broker or other nominee may not vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposal No. 1 and Proposal No. 3.

What is the voting requirement to approve each of the proposals?

With respect to the election of directors (Proposal No. 1), S&W's bylaws provide that our directors are elected in uncontested elections by a majority vote. In contested director elections, elections in which the number of nominees exceeds the number of directors to be elected, the directors are elected by a plurality of the votes cast, and the nominees receiving the greatest numbers of votes will be elected to serve as directors. The election of directors at this year's Annual Meeting is an uncontested election, and as such, the majority voting standard applies. To be elected in an uncontested election, a director must receive the affirmative vote of a majority of the votes cast with respect to the director's election. This means that a director will be elected if the number of votes cast for that director's election exceeds the number of votes cast against that nominee's election.

Approval of Proposals No. 2 and No. 3 requires, in each case, the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting.

How are broker non-votes and abstentions treated?

Abstentions and broker non-votes are counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business. Under Nevada law, abstentions from voting and broker non-votes are not counted as votes cast and accordingly will not count against the approval of any particular proposal.

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In order to minimize the number of broker non-votes, S&W Seed Company's principal executive offices? Asencourages you to provide voting instructions on each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice and the voting instruction form.

May I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the taking of March 1, 2015, ourthe vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new principal executive officesproxy card or voting instruction form dated as of a later date, or by attending the Annual Meeting and our mailing address isvoting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to S&W's Secretary at 7108 North Fresno Street, Suite 380, Fresno, CA 93720. Any93720, prior to the Annual Meeting.If you are a beneficial owner, please contact your organization for specific instructions for changing your vote and make sure that you plan for sufficient time for your organization to meet the time deadline for delivering your revised votes or your original votes will stand.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within S&W or to third parties, except:

• To allow for the tabulation and certification of votes;
• To facilitate a successful proxy solicitation; and
• As necessary to meet applicable legal requirements or to assert or defend claims for or against S&W.

If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to S&W's management and the Board to review your comments.

Who will serve as the inspector of election?

A representative from Transfer Online will serve as the inspector of election.

Where may I find the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. S&W will publish the final voting results in a Current Report on Form 8-K within four business days following the Annual Meeting.

May I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?

You may present proposals (including nominations for election of directors) to be considered for inclusion in next year's proxy materials or for action at a future annual meeting only if you comply with the requirements of the proxy rules established by the SEC and our bylaws, as applicable.

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To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing to our Corporate Secretary by June 30, 2017.

For nominations or other business to be properly brought before the 2017 annual meeting, you must have given timely notice in proper written requestsform to our Corporate Secretary and any such proposed business must constitute a proper matter for stockholder action under the Nevada Revised Statutes. To be timely, your notice must be delivered to our principal executive offices in Fresno, California between August 11, 2017 and September 10, 2017; provided, however, that in the event that the date of the 2017 annual meeting is more than 30 days before or more than 60 days after December 9, 2017, your notice must be so delivered not earlier than the close of business on the 120th day prior to the 2017 annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by us.

Our bylaws require that certain information and acknowledgments with respect to the proposal or the nominee and the stockholder making the proposal or nomination be set forth in the notice. Our bylaws have been publicly filed with the SEC and can also be provided upon request, addressed to our Secretary, as noted above.

Where should I send proposals and director nominations for the 2017 annual meeting of stockholders?

Stockholder proposals and director nominations must be delivered to our Corporate Secretary by mail at 7108 North Fresno Street, Suite 380, Fresno, CA 93720, or by email at secretary@swseedco.comand received by our Secretary by the dates set forth above.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How can I obtain an additional information,copy of the proxy materials?

S&W has adopted an SEC-approved procedure called "householding." Under this procedure, S&W may deliver a single copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to multiple stockholders who share the same address unless S&W has received contrary instructions from one or more of the stockholders. This procedure reduces the environmental impact of S&W's annual meetings and reduces S&W's printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, S&W will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any stockholder at a shared address to which S&W delivered a single copy of any of these documents.

To receive, free of charge, a separate copy of the Notice and, if applicable, this Proxy Statement or the Annual Report, or separate copies of theseany future notice, Proxy Statement or annual report, stockholders may write or call Lytham Partners LLC, S&W's Investor Relations firm, at the following:

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact Lytham Partners using the contact information above.

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Stockholders who hold shares in "street name" may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

How may I obtain copies of the exhibits to the 2016 Annual Report? 

A copy of the 2016 Annual Report is enclosed with this Proxy Statement, but we have not included the exhibits to the 2016 Annual Report. The 2016 Annual Report includes a list of the exhibits that were filed with it, and we will furnish without charge a copy of any such exhibit to any person who requests one. For further information, contact Lytham Partners through the contact information provided above. Our 2016 Annual Report and our other filings with the Securities and Exchange Commission (the "SEC"), including the exhibits, are also available at no cost at the SEC's website,www.sec.gov and on our website atwww.swseedco.com/investors.

What is S&W's fiscal year?

S&W's fiscal year ends on June 30. All information presented in this Proxy Statement is based on our fiscal calendar.

Who is paying the costs of this proxy solicitation?

S&W is paying the costs of the solicitation of proxies. S&W has retained Broadridge and Transfer Online to assist in the printing and distribution of proxy materials. We have agreed to pay Transfer Online and Broadridge fees of approximately $22,050. Transfer Online serves as our liaison with Broadridge. If you have any questions regarding distribution of the proxy materials, you may contact Daniel Harris at Transfer Online. Transfer Online may be reached at (503) 227-2950.

S&W must also pay brokerage firms, banks, broker-dealers and other similar organizations representing beneficial owners certain fees associated with:

• Forwarding the Notice to beneficial owners;
• Forwarding printed proxy materials by mail to beneficial owners who specifically request them; and
• Obtaining beneficial owners' voting instructions.

In addition to solicitations by mail, S&W's directors, officers, and employees, without additional compensation, may solicit proxies on S&W's behalf in person, by telephone or by electronic communication.

Where are S&W's principal executive offices located and what is S&W's main telephone number?

S&W's principal executive offices are located at 7108 Fresno Street, Fresno, California 93720. S&W's main telephone number is (559) 884-2535.

How can I attend the Annual Meeting?

Only stockholders as of the Record Date are entitled to attend the Annual Meeting. Stockholders may be requested to present valid photo identification such as a driver's license or passport and, if asked, provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets or computers is not permitted at the Annual Meeting without prior consent of the Chairman of the Board.

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Even if you plan on attending the Annual Meeting in person, we encourage you to vote your shares in advance using one of the methods outlined in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting.

INFORMATION REGARDING OUR BOARD OF DIRECTORS, CORPORATE GOVERNANCE AND EXECUTIVE OFFICERS

General Information About Our Board

Our Board of Directors is elected by our stockholders to oversee our business and affairs. In addition, the Board of Directors counsels, advises and oversees management in the long- term interests of our company and our stockholders regarding a broad range of subjects including:

• selecting and evaluating the performance of our Chief Executive Officer and other senior executives;
• reviewing and approving major financial, strategic and operating decisions and other significant actions;
• overseeing the conduct of our business and the assessment of our business risks to evaluate whether our business is being properly managed; and
• overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with law and ethical standards.

Members of the Board of Directors monitor and evaluate our business performance through regular communication with our chief executive officer and other members of senior management, and by attending board meetings and board committee meetings.

Our directors are elected in uncontested elections by a majority vote. In contested director elections, elections whereby the number of nominees exceeds the number of directors to be elected, the directors are elected by a plurality of the votes cast, and the nominees receiving the greatest numbers of votes will be elected to serve as directors. The election of directors at this year's Annual Meeting is an uncontested election and thus the majority voting standard applies.

To be elected in an uncontested election, a director must receive the affirmative vote of a majority of the votes cast with respect to the director's election. This means that a director will be elected if the number of votes cast for that director's election exceeds the number of votes cast against that nominee's election. Broker non-votes and abstentions will not be counted as votes cast, and, accordingly, will have no effect on the election of directors. If an incumbent director is not elected, and no successor has been elected at the meeting, he will promptly tender his conditional resignation following certification of the vote. The Nominating and Governance Committee will consider the resignation offer and recommend to the Board whether to accept such offer. The Board will endeavor to act on the recommendation within 90 days following the recommendation. Thereafter, the Board will promptly disclose its decision whether to accept the director's resignation offer (and its rationale for rejecting the offer, if applicable) in a press release and filing an appropriate disclosure with the SEC. If the Board accepts the resignation, then the Board, in its sole discretion, may, pursuant to the Company's bylaws, fill any resulting vacancy or may decrease the size of the Board.

Nevada corporate law does not require cumulative voting in the election of directors, and neither our Articles of Incorporation nor Bylaws provide for cumulative voting.

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Our Board has determined that Messrs. Fischhoff, Matina, Seidler, Wickersham and Wong, representing five of the eight nominees standing for election, are "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Capital Market ("Nasdaq"). There are no family relationships between any director and executive officer.

The Board proposes that the eight director-nominees named in the following summary be elected as our directors, each to hold office until the 2017 Annual Meeting of Stockholders and until their successors are elected and qualified or their earlier resignation or removal.

Information Regarding the Nominees

The Nominating and Governance Committee of the Board recommended, and the full Board of Directors has approved, Glen D. Bornt, David A. Fischhoff, Ph.D., Mark S. Grewal, Mark J. Harvey, Alexander C. Matina, Charles (Chip) B. Seidler, Grover T. Wickersham and Mark W. Wong as nominees for election as directors at the Annual Meeting. If elected, each of the directors will serve until the 2017 annual meeting of stockholders, and until a successor is qualified and elected or until his earlier death, resignation or removal. Other than Dr. Fischhoff, each of the nominees is currently a director of our company.

Michael (Mick) M. Fleming, who has served on our Board since the corporation's inception in 2009 and who has served as our Lead Director, Chairman of the Audit Committee and Chairman of the Compensation Committee, is not standing for re-election at the Annual Meeting. His term will expire at the conclusion of the Annual Meeting. We wholeheartedly thank Mr. Fleming for his many years of service and his support of our company.

A brief summary of each nominee's principal occupation and other information follows. None of the directors, director nominees, or executive officers were selected pursuant to any arrangement or understanding. There are no family relationships among our directors, director nominees or executive officers.

Glen D. Bornt (Age 58)
President, Imperial Valley Milling Co.

Mr. Bornt was elected to our Board in December 2012. Since 1987, he has been the President of Imperial Valley Milling Co., where he serves as chief executive officer and on-site manager. Concurrently, since September 2007, he also has served as Vice President of Imperial Valley Seeds, Inc. Mr. Bornt earned a BS degree in Agriculture Management from California Polytechnic State University, San Luis Obispo. The Nominating and Governance Committee and the Board of Directors believe that Mr. Bornt should be re-elected to the Board by the stockholders because his 25 years of experience in the agriculture seed industry, specializing in alfalfa seed, will bring invaluable expertise to our boardroom as we continue to expand our seed business geographically and with new varieties.

David A. Fischhoff, Ph.D. (Age 63)
David Fischhoff Consulting LLC

Dr. David A. Fischhoff is a director nominee. He has 33 years of experience in agricultural research and development ("R&D") across a broad range of technologies, product development and business development in areas including biotechnology, plant breeding, genomics, precision agriculture and data science. In addition to R&D leadership, he has expertise in new technology identification, assessment and acquisition; technology licensing; establishment and management of research collaborations; and intellectual property management and defense. Dr. Fischhoff recently retired after a 33-year career with

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Monsanto Company and currently serves as an independent consultant and advisor. With Monsanto, he most recently served from 2014 to 2016 as Chief Scientist of The Climate Corporation, a subsidiary of Monsanto that develops and provides digital agriculture products and services for farmers. At The Climate Corporation, he led R&D teams in data science, field research and new measurement technologies. Prior to this, from 2002 to 2014, he was Vice President for Technology Strategy and Development at Monsanto with responsibilities for scientific strategy, identification of new growth opportunities, assessment and acquisition of new technologies, and oversight of Monsanto's research portfolio. Dr. Fischhoff is internationally recognized as a founder of agricultural biotechnology. He was responsible for the development of insect resistant transgenic crops (i.e., Bt crops), which today are a primary tool for insect control in corn, cotton and soybean in multiple countries. He is the co-inventor of the synthetic gene technology for expression of Bt genes in plants, which is the enabling technology for all insect resistant crops today. Dr. Fischhoff served as the scientific expert in the acquisition by Monsanto of multiple biotech and seed companies, including Agracetus, Calgene, Ecogen, Dekalb and Asgrow. He initiated and led Monsanto's plant genomics research program, and from 1998 to 2002 he was Co-President of Cereon Genomics LLC, a collaborative research venture between Monsanto and Millennium Pharmaceuticals; and he played leadership roles in the establishment and management of genomics research collaborations with Mendel Biotechnology, Paradigm Genetics and Ceres.

Dr. Fischhoff received his S.B. in Biology from the Massachusetts Institute of Technology and a Ph.D. in Genetics and Molecular Biology from The Rockefeller University. He was the recipient of the first Innovation Prize for Agricultural Technology from the American Society of Plant Biologists in 2015 for his work on insect resistant crops, and the James B. Eads Award for outstanding achievement in technology from the Academy of Science of St. Louis in 2010. Dr. Fischhoff is also the recipient of Monsanto's two highest awards for science and technology. He is the inventor on key patents related to insect resistant plants, an author of more than 25 scientific publications, and an invited speaker at numerous national and international symposia. The Nominating and Governance Committee and the Board of Directors are honored that Dr. Fischhoff has agreed to serve on our Board and are confident that his wealth of experience in agriculture, genetics and technology will help guide the Board in the years to come.

Mark S. Grewal (Age 60)
President and Chief Executive Officer, S&W Seed Company

Mr. Grewal was appointed our President, Chief Executive Officer and a director in October 2009. Beginning in February 2009 until October 2009, he provided advisory services to S&W Seed Company, our predecessor general partnership (the "Partnership"). He became our full-time employee in October 2010. Since October 2009, he also has held the title of President and manager of our subsidiary, Seed Holding, LLC. Mr. Grewal served as the Chief Executive Officer, President and Farm Manager of Chowchilla, California-based Triangle T Partners, LLC ("TTP") from February 2009 through October 2010 and held the same positions with Triangle T Ranch, Inc. ("TTR"), the parent of TTP during the same period. At TTP and TTR, Mr. Grewal was responsible for all operations involved in farming a 13,000 acre diversified farming operation. From January 2006 until he joined TTR, Mr. Grewal was the principal of Grewal Consulting, in Lemoore, California, where he addressed water, land, drainage and fertilizing, herbicide and insecticide management issues. From February 2005 to December 2006, Mr. Grewal served as the Chief Operations Officer of SK Foods, in Lemoore, California, a leading grower and processor of vegetable products for remanufacturers, retail and foodservice markets ("SK Foods"). His responsibilities included being in charge of procuring raw products to ensure proper plant production, with the goal of maximizing cost benefits. Prior thereto, Mr. Grewal served in various executive management and operational roles for over 26 years with JG Boswell, Co., in Corcoran, California, a very large grower of agricultural crops. From 1999 to February 2005, Mr. Grewal served as the Vice President of Ranching and a member of the Board of Director of JG Boswell, Co. At both SK Foods and JG

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Boswell, he managed over 300 employees. Mr. Grewal is Chairman of the Plant Science Advisory Council of California State University and a member of the Leadership Committee of California State University, Fresno. Mr. Grewal earned a B.S. in Agronomy from California State University, Fresno, and an M.A. in Leadership from Saint Mary's College, Moraga, California. He is also a graduate of the California Agricultural Leadership Program (Class 28). The Nominating and Governance Committee and the Board of Directors believe that Mr. Grewal should be re-elected to the Board because his many years of experience working in various positions at major agricultural firms in the Central Valley, which, combined with his status as our Chief Executive Officer, contribute to both his invaluable insights and strategic thinking relevant to our business, as well provide numerous contacts in the farming community, all of which are of great benefit to our board and our company.

Mark J. Harvey (Age 61)
Chairman of the Board, S&W Seed Company

In December 2014, Mr. Harvey was appointed Chairman of Board of Directors of our company, after having served as Vice Chairman since April 2013. In addition to his duties as Chairman, he actively supports our sales and marketing efforts. Mr. Harvey has more than 35 years of experience in production processing and marketing of seed to many parts of the world, particularly branded alfalfa and clover. Mr. Harvey managed a 10,000-acre family farm producing seed, wheat and pulse crops, along with wool and beef, from 1976 until 1996 when the company he founded, Paramount Seeds, was sold to Elders Ltd. While with Elders, he was manager of their national and international seed business from 1996 until 2001. In 2002, he was a founding partner of Seed Genetics International, where he focused primarily on marketing and distribution. Mr. Harvey was educated at Cunderdin Agricultural College in West Australia. The Nominating and Governance Committee and the Board of Directors believe that Mr. Harvey should be re-elected to the Board because of his extensive experience in the seed industry, which contributes valuable business expertise.

Alexander C. Matina (Age 40)
Vice President, Investments, MFP Investors, LLC

Mr. Matina has served on the Board of Directors since May 2015. Since November 2007, he has held the office of Vice President, Investments for MFP Investors, LLC, the family office of Michael F. Price, which has a value-investing focus across public and private markets. From October 2005 to August 2007, Mr. Matina served in various roles at Balance Asset Management, a multi-strategy hedge fund, and from June 2004 to September 2005, as a senior associate at Altus Capital Partners, a middle market private equity fund. Prior thereto, he was a principal at 747 Capital, a private equity fund-of-funds, and a financial analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division. Since April 2013, he has served on the board of directors of Trinity Place Holdings, Inc., a publicly traded real estate company and as its Chairman of the Board since November 2013. Since August 2007, Mr. Matina has also served as an adjunct professor of finance at Fordham University. Mr. Matina brings a strong finance background to our company's Board, including experience with private equity, as well as his experience in other public companies. For these reasons, the Nominating and Governance Committee and the Board of Directors believe that Mr. Matina should be re- elected to the Board.

Charles (Chip) B. Seidler (Age 39)
Executive Director, Nomura Securities

Mr. Seidler was elected to our Board in June 2010. Commencing in June 2010, Mr. Seidler began serving as an executive director and senior member of a proprietary trading group of Nomura Securities in New York, New York. From January 2007 through June 2010, Mr. Seidler held various senior positions at

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Deutsche Bank AG in Tokyo, Japan, including Head of JPY/UST International Sales (from March 2009 until his departure in June 2010), JPY Flow Trader (from September 2008 to March 2009) and Rates Proprietary Trader from January 2007 to September 2008. Between March 2003 and January 2007, Mr. Seidler was Co-Portfolio Manager of Caxton Associates, L.L.C., the macro hedge fund, New York, New York, where he focused on macro and relative value trading with a particular focus on the Japanese markets. He currently and during the last five years has served on numerous corporate boards of directors, however, none of them are companies with a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. Mr. Seidler has a Masters of Arts Degree from Colgate University. Because of Mr. Seidler's extensive experience in the corporate boardroom and his financial expertise, he brings to our Board a level of professionalism and perspective that we believe is invaluable. Accordingly, the Nominating and Governance Committee and the Board of Directors believe that Mr. Seidler should be re-elected to the Board.

Grover T. Wickersham (Age 67)
Vice Chairman of the Board, S&W Seed Company
Private Investor, Vice Chairman of SenesTech, Inc.,
Chairman of Eastside Distilling, Inc.

Mr. Wickersham is a founder of the Company and served as Chairman of the Board from incorporation in October 2009 until December 2014, when he stepped down to become our Vice Chairman. Since 1996, Mr. Wickersham has been a director and portfolio advisor of Glenbrook Capital Management, the general partner of a limited partnership that invests primarily in public and private securities. Mr. Wickersham also serves, (i) since July 2016, as Chairman of the Board of Eastside Distilling, Inc., an OTCQB-traded producer and "micro" distiller of spirits; (ii) since December 2015, as the Vice Chairman of the Board of SenesTech, Inc., a private company that has developed proprietary technology for managing animal pest populations through fertility control; and (iii) since May 2015, as Vice Chairman of Arbor Vita Corporation, a private company that has developed a test for detecting certain types of cancer. From 1996 until its voluntary liquidation and dissolution in 2016, Mr. Wickersham served as the chairman of the board of trustees of The Purisima Funds, a trust that operated two series of mutual funds advised by Fisher Investments of Woodside, California. In addition to the chairmanships noted above, Mr. Wickersham also serves on the board of directors of Verseon Corporation, a London AIM-listed pharmaceutical development company Mr. Wickersham is admitted to practice by the California State Bar and has specialized in securities law. From 1976 to 1981, Mr. Wickersham served as a staff attorney, and then as a branch chief, of the U.S. Securities and Exchange Commission. He holds an A.B. from the University of California at Berkeley, an M.B.A. from Harvard Business School and a J.D. from University of California (Hastings College of Law). We believe that Mr. Wickersham is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance and legal matters, his experience and knowledge of operational matters gained as a past and present director of other public and private companies and his knowledge of our company, its markets and operations developed over his tenure as Chairman and Vice Chairman. Accordingly, the Nominating and Governance Committee and the Board of Directors believe that Mr. Wickersham should be re-elected to the Board.

Mark W. Wong (Age 67)
Chairman, American Dairyco

Mr. Wong was elected to our Board in December 2014. He has more than 35 years of experience in agribusiness, with particular expertise in technology integration and commercialization. Mr. Wong was a founder and, since 2009, has been a partner of Colorado Financial Holdings (CFH), a private venture investment and investment bank that specializes in the agricultural, energy and biotechnology sectors.

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Since January 2012, Mr. Wong has served as Chairman of American Dairyco, Ponte Vedra, Florida, the owner and operator of dairies in Florida and Georgia, which is a venture jointly owned by CFH. Between 2008 andDecember 2015, he served either as Chairman of the Board or chief executive officer of Agrivida, a private company that is developing and commercializing high-performance products that incorporate novel, regulated proteins precisely engineered for specific applications in a variety of markets, including animal nutrition, bio-based fuels and chemicals and industrial enzymes. From January 2016 to February 2016, Mr. Wong served as Acting President and Chief Executive Officer of Arcadia Biosciences, Inc., a publicly-traded agricultural biotechnology trait company for which he also served on the board from May 2006 until February 2016. Mr. Wong was the Chief Executive Officer of Renewable Agricultural Energy Corporation, a private ethanol production company, from 2006 to 2007. Prior to that time, was the founder and, from 1999 to 2005, chief executive officer of Emergent Genetics, an international seed biotech company that was sold to Monsanto Company in 2005. Mr. Wong founded and managed a series of other agricultural and biotechnology companies, including Big Stone Partners, Agracetus Corporation, a plant biotechnology company that was sold to Monsanto and Agrigenetics Corporation, a seed and biotechnology company that was sold to Dow Chemical. Mr. Wong also worked as an engineer for FMC Corporation and Chemical Construction Corporation. Mr. Wong served as a director of BioFuel Energy Corp., a publicly traded corn ethanol company, from January 2008 until October 2014, and Chair from March 2010 to October 2014, when it was renamed Green Brick Partners following an acquisition and recapitalization transaction. Mr. Wong received his Bachelor of Science degree in Chemical Engineering from Lehigh University and his M.B.A. from the Wharton School of Business at the University of Pennsylvania. Mr. Wong provides the Board with a wealth of experience in the agricultural and energy industries, and, given his background in agriculture, engineering and business, the Nominating and Governance Committee and the Board of Directors believe that Mr. Wong should be re-elected to the Board.

Committees of the Board of Directors

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Committee members took various actions by written consent during the fiscal year and spent many hours in informal consultation with one another, in addition to holding in person and telephonic meetings. The following table provides membership and meeting information for fiscal 2016 for each of the standing committees:

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As of October 24, 2016, the members of the Audit Committee are Messrs. Fleming, Matina and Seidler. Mr. Fleming serves as current chairman of the committee.

The Audit Committee of the Board of Directors was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, to oversee our corporate accounting and financial reporting processes and audits of its financial statements. We are required to have an Audit Committee in order to maintain our listing on the Nasdaq Capital Market. Our Board of Directors has determined that each of the members of our Audit Committee satisfies the requirements for Audit Committee independence and financial literacy under the current rules and regulations of the SEC and the Nasdaq Stock Market. The Board of Directors has also determined that Mr. Fleming is an "Audit Committee financial expert" as defined in SEC rules and he satisfies the financial sophistication requirements of Nasdaq as a result of his many years serving as a chief executive and audit committee chair. This designation does not impose on Mr. Fleming any duties, obligations or liabilities that are greater than is generally imposed on him as a member of our Audit Committee and our Board of Directors.

The Audit Committee is responsible for, among other things:

• selecting, hiring and terminating our independent auditors;
• evaluating the qualifications, independence and performance of our independent auditors;
• approving the audit and non-audit services to be performed by the independent auditors;
• overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
• with management and our independent auditors, reviewing any earnings announcements and other public announcements regarding our results of operations;
• reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and annual and quarterly reports on Forms 10-K and 10-Q; and
• providing to the Board of Directors information and materials to make the Board of Directors aware of significant financial and audit-related matters that require the attention of the Board of Directors.

The Audit Committee acts under a written charter adopted and approved by our Board of Directors. A copy of the charter of our Audit Committee is available on the Investors page on our website located atwww.swseedco.com.

The Audit Committee Report is included in this Proxy Statement on page 43.

As of October 24, 2016, the members of the Compensation Committee are Messrs. Fleming, Matina and Wong. Mr. Wong serves as chairman of the committee. Our Board of Directors has determined that each member of our Compensation Committee meets the requirements for independence under the current Nasdaq rules, the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act and the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The Compensation Committee is responsible for, among other things:

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• overseeing our compensation policies, plans and benefit programs and making recommendations to the Board of Directors with respect to improvements or changes to the compensation plans and adoption of other plans;
• reviewing and approving with respect to our executive officers: annual base salaries, annual incentive bonuses, equity compensation, employment agreements, severance arrangements and change of control agreements/provisions, signing bonuses or payments of relocation costs and any other benefits, compensation or arrangements;
• evaluating and approving the corporate and individual goals and objectives relevant to the compensation of our executive officers; and
• administering our equity compensation plans.

The Compensation Committee acts under a written charter adopted and approved by our Board of Directors. A copy of the charter of our Compensation Committee is available on the Investors page on our website located atwww.swseedco.com.

Typically, the Compensation Committee meets approximately four times per yearand with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chairman of the Board.The Compensation Committee meets regularly in executive session. However, from time to time, other directors and outside advisors or consultantsmay be invited to participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives.

The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. The Compensation Committee has the authority to obtain, at our expense, such advice or assistance from consultants, legal counsel, accounting or other advisors as it deems appropriate to perform its duties. Without limiting the generality of the foregoing, the Compensation Committee may retain or obtain the advice of compensation consulting firms to assist in the performance of its duties and to determine and approve the terms, fees and costs of such engagements. Under its charter, prior to selecting, or receiving advice from, any consultant or advisor, the Compensation Committee is required to consider the independence of such advisor based on any applicable criteria specified by the SEC or Nasdaq, including the independence factors listed in Nasdaq Rule 5605(d)(3). However, the Compensation Committee is not prohibited from obtaining advice from advisors that it determines are not independent. During fiscal 2016, the Compensation Committee did not retain the services of any outside consultants.

The specific determinations of the Compensation Committee with respect to executive compensation for fiscal 2016 are described in greater detail in the Executive Compensation section of this Proxy Statement.

As of October 24, 2016, the members of the Nominating and Governance Committee are Messrs. Seidler, Wickersham and Wong. Mr. Seidler serves as chairman of the committee. Our Board of Directors has determined that each member of our Nominating and Governance Committee meets the requirements for independence under the current rules of the SEC and Nasdaq.

The goal of the Nominating and Governance Committee is to ensure that the members of our Board of Directors have a variety of perspectives and skills derived from high-quality business and professional experience. The Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on our Board of Directors. To this end, the committee seeks nominees with high

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professional and personal integrity, an understanding of our business lines and industry, diversity of business experience and expertise, broad-based business acumen and the ability to think strategically. Although neither we nor our Nominating and Governance Committee has a formal policy about diversity in the nominee selection process, our Nominating and Governance Committee charter states that the committee's goal is to develop a diverse and experienced board. In the context of the existing composition and needs of the board and its committees, the Nominating and Governance Committee considers various factors, including, but not limited to, independence, age, diversity (which, in this context, means race, ethnicity and gender), integrity, skills, financial and other expertise, breadth of experience and knowledge about our business or industry. Although the Nominating and Governance Committee uses these and other criteria to evaluate potential nominees, we have not established any particular minimum criteria for nominees. After its evaluation of potential nominees, the committee submits nominees to the Board of Directors for approval. When appropriate, the Nominating and Governance Committee may in the future retain executive recruitment firms to assist in identifying suitable candidates but has not done so in connection with this Annual Meeting.

The Nominating and Governance Committee is responsible for, among other things:

• assisting our Board of Directors in identifying prospective director nominees and recommending to our Board of Directors the director nominees for each annual meeting of stockholders;
• evaluating the performance of current members of our Board of Directors;
• ensuring that our Board of Directors is properly constituted to meet its fiduciary obligations to us and our stockholders and that we follow appropriate governance standards;
• developing principles of corporate governance and recommending them to our Board of Directors;
• overseeing compliance by our Board of Directors and its committees with applicable laws and regulations, including those promulgated by the rules of the SEC and Nasdaq; and
• overseeing the evaluation of our Board of Directors and recommending compensation of Board members.

In addition to the candidates proposed by our Board of Directors or identified by the Nominating and Governance Committee, the Committee considers candidates for director suggested by our stockholders in accordance with the procedures described in the Questions and Answers section in response to the question "What is the process and deadline to nominate individuals for election as directors at the 2017 annual meeting of stockholders?" Stockholder nominations that comply with these procedures and that meet the criteria outlined in our bylaws will receive the same consideration that the Nominating and Governance Committee's nominees receive.

The Nominating and Governance Committee acts under a written charter adopted and approved by our Board of Directors. A copy of the charter of our Nominating and Governance Committee is available on the Investors page on our website located atwww.swseedco.com.

During fiscal 2016, the Board of Directors established a "working" Financing Committee to provide ad-hoc recommendations and guidance to the full Board on issues related to the financing of the Company. The Financing Committee serves at the pleasure of the Board and the chairman. The members of the Financing Committee included Messrs. Seidler, Smith and Wong until the Financing Committee was

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reconstituted in March 2016. As of October 24, 2016, the Financing Committee consists of Messrs. Seidler, Matina and Wickersham, with Mr. Seidler serving as chairman. To date, the members of the Financing Committee have served without compensation for their work in that capacity. It is anticipated that in fiscal 2017, the Board will adopt a charter governing the Financing Committee, which will, thereafter, assume specific, ongoing responsibilities, and its members will be compensated for attendance at meetings of the committee.

In fiscal 2014, the Board of Directors established a "working" Acquisitions Committee that has provided ad-hoc recommendations and guidance to the full Board in connection with identifying and pricing potential acquisition candidates and transactions. The Acquisitions Committee serves at the pleasure of the Board and the chairman. As of October 24, 2016, the Acquisitions Committee includes Messrs. Grewal, Harvey, Matina and Wong, with Mr. Matina serving as chairman. To date, the members of the Acquisitions Committee have served without compensation for their work in that capacity. It is anticipated that in fiscal 2017, the Board will adopt a charter governing the Acquisitions Committee, which will, thereafter, assume specific, ongoing responsibilities, and its members will be compensated for attendance at meetings of the committee.

In December 2014, the Board established a working committee for the purpose of addressing matters that may need or would benefit from board involvement between meetings. The members of the Executive Committee who served in fiscal 2016 are Messrs. Bornt, Harvey and Nordstrom, who is chairman of the board of our Australian subsidiary Seed Genetics International Pty Ltd., each of whom was chosen because of his extensive personal experience in agricultural operations and the seed business. Mr. Harvey chairs the Executive Committee, which serves at the pleasure of the Board and the chairman. There are no scheduled meetings, no minutes taken and no additional compensation for service. The committee meets on an as- needed basis and, when pertinent, reports back to the full Board on its decisions or its recommendations, either at quarterly board meetings or in between meetings by email or other forms of communication.

Board Independence

At all times throughout fiscal 2016, our Board consisted of a majority of independent directors. Of our eight director nominees, only one is an employee. Our Board consults with our counsel to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Our Board has affirmatively determined that five of our directors or director nominees who are standing for election, namely Dr. Fischhoff and Messrs. Matina, Seidler, Wickersham and Wong, representing a majority of our directors, are "independent directors" as defined under the rules of the SEC and Nasdaq. In making this determination, our Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Executive Sessions of Independent Directors

In order to promote open discussion among independent directors, our Board of Directors has a policy of conducting executive sessions of the independent directors. The board holds regular executive sessions of the independent directors at least four times per year in connection with regularly-scheduled Board meetings and holds executive sessions at other times throughout the year as needed or desired. These directors may designate one of their number to preside at each session, although it need not be the same

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director at each session. Regardless of the fact that these executive sessions are required by Nasdaq, we believe they are important vehicles to encourage open communication. Whether a presiding director is selected for each session or not, one among the directors present is designated to communicate the results of each such meeting to the full board.

Board Meetings and Attendance

The Board met eight times in fiscal 2016. Each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during the period for which such person has been a director, and (ii) the total number of meetings held by each committee of the Board on which such person served during the periods that such person served.

Board Attendance at Annual Stockholder Meetings

Our directors are strongly encouraged to attend each annual meeting of stockholders. All of our then-current directors who were standing for reelection attended the 2015 Annual Meeting, and we expect all of our current director nominees to attend the Annual Meeting.

Board Leadership

The Board does not have a formal policy on whether or not the roles of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee. The Board believes that it should be free to make a choice from time to time in any manner that is in the best interests of our company and our stockholders. Currently, we separate the role of Chairman and Chief Executive Officer, with Mr. Harvey serving as the Chairman and Mr. Grewal serving as Chief Executive Officer. The Board believes that this separation is presently appropriate as it allows the Chief Executive Officer to focus primarily on leading the day-to-day operations of the Company, while the Chairman can focus on leading the Board in its consideration of strategic issues and monitoring corporate governance and other stockholder issues.

Each of the committees of the board consists entirely of independent directors.

Our Chairman is selected by a majority of the Board of Directors. The Chairman may be replaced at any time by a vote of a majority of the Board of Directors then serving; provided, however, that the Chairman may not be removed as a director of the Company except in accordance with the Nevada Revised Statutes, our bylaws, and other applicable law.

In fiscal 2016, our independent directors designated Michael (Mick) M. Fleming to continue to serve as Lead Director. The Lead Director has specifically enumerated duties and responsibilities, which include:

• advising and consulting with the Chairman regarding the information, agendas and schedules of Board and Board Committee meetings;
• advising the Chairman as to the quality, quantity and timeliness of the information submitted by management to the independent directors;
• recommending to the Board and the Board Committees the retention of advisers and consultants to report directly to the Board;
• calling meetings of the independent directors, as appropriate, and serving as chairman of such meetings;

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• serving as principal liaison between the independent directors and the Chairman and between the independent directors and senior management;
• ensuring that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management being present;
• communicating to management, as appropriate, the results of private discussions among independent directors; and
• responding directly to stockholder and other stakeholder questions and comments that are directed to the lead independent director or to the independent directors as a group.

As noted elsewhere, Mr. Fleming is not standing for re-election at the Annual Meeting. It has not been determined whether the Board will designate a new Lead Director to fill the vacancy created by Mr. Fleming's departure.

Board Risk Oversight

Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. With the oversight of our full Board of Directors, our senior management are responsible for the day-to-day management of the material risks we face. In its oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. This involvement of the Board of Directors in setting our business strategy is a key part of its oversight of risk management, its assessment of management's appetite for risk and its determination of what constitutes an appropriate level of risk for us. Additionally, our Board of Directors regularly receives updates from senior management and outside advisors regarding certain risks we face, including various operating risks. Our senior management attends meetings of our Board of Directors, and each committee meets with key management personnel and representatives of outside advisors as necessary. Additionally, senior management makes itself available to address any questions or concerns raised by the board on risk management and any other matters.

Each of our board committees oversees certain aspects of risk management.

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Additional review or reporting on enterprise risks will be conducted as needed or as requested by the Board of Directors or a committee thereof.

Communications with the Board of Directors

Stockholders and interested parties who wish to contact our Board of Directors, our Chairman, any other individual director, or the non-management or independent directors as a group, are welcome to do so in writing, addressed to such person(s) in care of our Corporate Secretary. Email correspondence of this nature should be sent to secretary@swseedco.com, and other written correspondence should be addressed to S&W Seed Company, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, Attention: Secretary.

Our Corporate Secretary has undertaken to forward all written stockholder correspondence to the appropriate director(s), except for spam, junk mail, mass mailings, customer complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Secretary will determine, in her discretion, whether any response is necessary and may forward certain correspondence, such as customer-related inquiries, elsewhere within our company for review and possible response. Comments or questions regarding our accounting, internal controls or auditing matters will be referred to the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to the Nominating and Governance Committee. Comments or questions regarding executive compensation will be referred to the Compensation Committee.

Code of Business Conduct and Ethics

Our Board of Directors values effective corporate governance and adherence to high ethical standards. As such, the Board has adopted a Code of Business Conduct and Ethics, which is applicable to all of our employees, officers and directors, including our senior executive and financial officers. Our Code of Business Conduct and Ethics is available on our corporate website located atwww.swseedco.com/investors.

We will provide our code of ethics in print without charge to any stockholder who makes a written request to: S&W Seed Company, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, Attention: Secretary, or by e-mail to secretary@swseedco.com. Any waivers of the application of, and any amendments to, our code of ethics must be made by our Board of Directors and will be disclosed promptly on our Internet website, www.swseedco.com.

Director Compensation

Our director compensation programs are designed to provide an appropriate incentive to attract and retain qualified non-employee board members. The Nominating and Governance Committee is responsible for reviewing the equity and cash compensation for directors on an annual basis and making

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recommendations to the Board, in the event it determines changes are needed. In fiscal 2014, the Committee sought and received input from Frederic W. Cook & Co. regarding compensation of non-employee directors, which was used as one of its resources in setting non-employee director compensation. While the Committee has not retained a compensation consultant since fiscal 2014, it could retain such independent advice in the future.

Director Summary Compensation Table

The following table summarizes the fiscal 2016 compensation earned by each person who served on the Board at any time during fiscal 2016, other than Mr. Grewal, whose compensation is described under "Executive Compensation" beginning on page 30.

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Directors who are also our employees do not receive any additional compensation for their service on the board. Other than our Chairman and Vice Chairman of the Board, non-employee directors are paid an annual cash retainer of $20,000. Michael (Mick) M. Fleming, the Chairman of the Audit Committee and the Compensation Committee (through December 2015), as well as serving as lead independent director, was paid an additional $20,000 cash retainer in fiscal 2016 for his service in those capacities. In fiscal 2016, the Chairman of the Board and the Vice Chairman of the Board were paid an annual stipend of $175,000 and $75,000, respectively, payable monthly.

In addition to the annual retainer, non-employee directors receive:

• $1,500 for each in-person board meeting attended;
• $750 for each telephonic board meeting attended;
• $500 for each in-person committee meeting attended; and
• $250 for each telephonic committee meeting attended.

We reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings and for other company-related out-of-pocket expenses they may incur from time to time.

The following table summarizes the cash compensation paid in fiscal 2016 to our directors for service on the Board. As noted above, Mr. Grewal, our Chief Executive Officer and President, also sits on our Board but receives no additional compensation in that capacity. Mr. Nordstrom served on the Board until the 2015 annual meeting in December 2015, and Mr. Smith resigned from the Board in March 2016.

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EXECUTIVE OFFICERS

The following table sets forth the name and certain information as of October 24, 2016 about our executive officers who are not members of our Board of Directors. Biographical information about Mark S. Grewal, our President and Chief Executive Officer, can be found on page 12 of this Proxy Statement.

Mr. Gardner joined our Company in October 2012 as Vice President of Breeding and Genetics. In August 2016, he was promoted to the newly-created executive office position of Chief Marketing and Technology Officer. For 18 years prior to joining S&W, he served in various positions in breeding and international sales at Dairyland Seed Co., a Dow AgroSciences subsidiary. His most recent position at Dairyland, which he held from June 2008 until his departure in October 2012, was International Distribution Manager. He also served as Alfalfa Breeder for Dairyland from March 1994 until October 2012. Mr. Gardner has a B.S. degree in Genetics from the University of California at Davis and later graduated from the UC Davis Plant Breeding Academy. He currently sits on the board of directors, communications to the boardCalifornia Seed Association.

Mr. Jury has served as our Executive Vice President and Chief Operating Officer since April 2013. He also serves as Chief Executive and General Manager of directors or any other communications should be sent to this address.our subsidiary, Seed Genetics International Pty Ltd ("SGI"). Mr. Jury served as SGI's Managing Director from July 2009 April 2013. He is a veteran of the agricultural industry, having worked for ICI Crop Care, Schering Ag, and South Australian Seedgrowers Cooperative in various roles including territory sales, territory manager, and product and market development manager, before joining SGI in August 2003 as Business Manager. Mr. Jury studied Agricultural Science at the Waite Agricultural Research Institute in Urbrae, South Australia with a Bachelor of Agricultural Science degree, and received his MBA from the University of Adelaide Graduate School of Management.

WillMr. Szot has served as our Chief Financial Officer and Treasurer since March 2010. In August 2014, he was designated our Executive Vice President of Finance and Administration, after having held the title of Senior Vice President prior thereto. Mr. Szot also serves as a member of the Board of Directors of our wholly owned subsidiaries, S&W Seed Company's auditorsAustralia Pty Ltd and Seed Genetics International Pty Ltd. Mr. Szot is also currently a Director and serves as Chairman of the Audit Committee and Compensation Committees of SenesTech, a life science company focused on animal health. From February 2007 until October 2011, Mr. Szot served as the Chief Financial Officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. From 2003 to December 2006, Mr. Szot served as Chief Financial Officer and Secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG and served as an Audit Manager for various publicly traded companies. Mr. Szot has a Bachelor of Science degree in Agricultural Economics/Accountancy from the University of Illinois, Champaign-Urbana and is a Certified Public Accountant in the State of California.

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Employment Agreements with Named Executive Officers

In March 2016, we entered into new three-year employment agreements with each of our executive officers. Each agreement was made effective from January 1, 2016 and will expire on December 31, 2018. The principal terms of each of the new employment agreements is as follows:

• Mr. Grewal will continue to serve as our President and Chief Executive Officer.
• Mr. Grewal's annual Base Salary is initially fixed at $350,000 per year, which is the salary we have paid him as of January 1, 2015. The Base Salary is subject to periodic review by the Compensation Committee, but may not be atreduced other than pursuant to a reduction that is also applied similarly to all other executive officers or to give effect to executive compensation policies and guidelines of the Special Meeting? Our auditors are M&K CPAS, PLLC. RepresentativesCompensation Committee, as publicized in Securities and Exchange Commission filings.
• Bonus compensation will be payable in the discretion of M&K are not expectedthe Compensation Committee upon consideration of personal and company financial goals mutually agreed upon by the Compensation Committee and Mr. Grewal. Initially, an annual incentive bonus of up to 100% of the Base Salary may be paid, which is payable 65% in cash and 35% in equity. The amount of the bonus compensation, allocation between cash and equity and the target goals will be subject to annual review.
• Mr. Grewal will continue to be present at the Special Meeting and accordingly, will not make any statement nor will there be an opportunityeligible to ask questions of a representative of M&K.

  FORWARD LOOKING STATEMENTS

  This prospectus contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materializeparticipate in our equity incentive plan or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements containedplans in this prospectus 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;

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  • 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 updatedeffect from time to time and will be considered for grants and awards at such times and in such amounts as shall be deemed appropriate by the Compensation Committee.
  • Mr. Grewal will be entitled to various executive benefits and perquisites, including, without limitation, all generally provided company employee benefits, plus the use of a company-provided automobile, reimbursement of certain country club expenses and life insurance purchased for his beneficiaries by us.
  • In the event Mr. Grewal's employment is terminated without cause (as defined in the Grewal Employment Agreement), he will be entitled to receive a cash severance payment equal to 12 months of his then-current Base Salary, plus the cash value of the maximum incentive bonus compensation to which he could be entitled for the current year.
  • In the event of a change of control, and provided that Mr. Grewal is not offered a comparable position (as defined in the Grewal Employment Agreement) by the surviving company, he will be entitled to a severance payment equal to (a) his annual Base Salary as in effect immediately before the change of control transaction plus (b) the full amount of the current year's targeted incentive bonus compensation, multiplied by a factor of two; provided, however, that the multiplier will be increased to a factor of three in the event the price of our Commission reports, including our Registration Statement on Form S-3 filed on January 30, 2015 and any amendmentsCommon Stock payable in connection with the change of control transaction is at least $10 per share. In addition, we will pay, or supplements thereto, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

  Exceptcause to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

  INFORMATION ABOUT THE DUPONT PIONEER ALFALFA BUSINESS AND RELATED REQUIRED INFORMATION

  DESCRIPTION OF THE PIONEER ALFALFA BUSINESS

  Overview

  Pioneer Hi-Bred International, Inc. ("DuPont Pioneer") is a subsidiary of E. I. de Nemours & Company. In our December 31, 2014 acquisition, we purchasedbe paid, Mr. Grewal's health insurance premiums for two years from DuPont Pioneer alfalfa seed research and production assets, which we refer to herein as the "DuPont Pioneer Alfalfa Business." We did not acquire any of DuPont Pioneer's sales and distribution assets or rights to the DuPont Pioneer brand. Following the Acquisition, DuPont Pioneer continues its ongoing business, including sales of DuPont Pioneer-branded alfalfa seed through its sales representative and dealer network. DuPont Pioneer will purchase alfalfa seed from us under a long-term distribution agreement discussed below. See "The Acquisition." Except where the context implies to the contrary, the following narrative describes the DuPont Pioneer Alfalfa Business that we operate following the Acquisition and not the ongoing alfalfa operations of DuPont Pioneer since the date of the Acquisition.

  DuPont Pioneer's dormant alfalfa seed is well suited for areas where winter hardiness is required and is bred to help meet growers' needs in specific geographies for disease and pest resistance, forage quality and yield. To maintain its leadership each year, DuPont Pioneer historically introduced (on average) two to three new alfalfa varieties to the market, with approximately 20 varieties offered at any one time.

  The DuPont Pioneer Alfalfa Business primarily conducts its breeding program at a research and development facility in Arlington, Wisconsin and its seed processing at a facility in Nampa, Idaho. The DuPont Pioneer Alfalfa Business contracts with growers to produce seed in western growing areaschange of control transaction or, in the United Statesevent the transaction price is at least $10 per share, for three years.

• Whether due to a termination without cause or a change of control, all equity grants and Canada.

  Productsawards shall vest in full and Technologies

  The primary focusbe non-forfeitable immediately before the date of termination on a termination without cause or the breeding programchange of the DuPont Pioneer Alfalfa Business is to provide alfalfa seed of thoroughly tested, stable and hardy varieties for growers in North America. These same varieties are also sold in other areas of the world. DuPont Pioneer breeders historically have focused on producing "muscle"control event.

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characteristics - high yield, winter-hardiness and reliability - which are the characteristics that matter most to its customers. In addition, DuPont Pioneer has bred for customers' alfalfa needs in specific geographies and end markets including disease and pest resistance, high forage quality, improved standability and delayed harvest windows. Since we expect to be the principal supplier of DuPont Pioneer's alfalfa seed requirements for the foreseeable future, we plan to continue the breeding program substantially as it has been operated by DuPont Pioneer, with a focus on addressing customers' needs in specific growing regions and customer requests for the inclusion of specific plant characteristics.

DuPont Pioneer also incorporated certain genetically modified organism (GMO) into its germplasm to satisfy grower demand for the highest level of genetics. The integration of these traits allowed DuPont Pioneer to offer a diverse product line with a selection of varieties to meet varying needs across geographies and end markets. We did not acquire DuPont Pioneer's GMO alfalfa germplasm or related assets in the Acquisition. However, we are providing DuPont Pioneer with contract research and production services related to certain of its GMO traited alfalfa germplasm and, subject to the satisfaction of certain conditions, we may acquire certain GMO alfalfa germplasm varieties and other related assets from DuPont Pioneer in a subsequent acquisition, which, if the parties agree to proceed and all applicable conditions are satisfied, will close on or before December 29, 2017.

Research and Development

The DuPont Pioneer Alfalfa Business focuses its breeding program on fall-dormant alfalfa seed.

Germplasm.High reliability and diversity are key differentiators for DuPont Pioneer's alfalfa varieties. DuPont Pioneer's germplasm has been thoroughly tested over time, in a variety of environments and performs well in third party testing. The DuPont Pioneer Alfalfa Business has developed distinct lines of germplasm to meet a variety of customer needs including `muscle' high-yield performance, leafhopper resistance, root rot resistance, nematode resistance for the West and improved standability. The DuPont Pioneer Alfalfa Business targets germplasm development toward growing regions in North America where winter-hardiness is required, with high regional emphasis on relevant disease and pest resistance traits. This targeted germplasm development is applicable to international markets with similar climates and growing regions.

Breeding Program.The DuPont Pioneer alfalfa breeding program is based on classical plant breeding and focused on breeding for a broad set of high performance characteristics. The emphasis of the breeding program places emphasis on developing, selecting and characterizing potential parent plants for inclusion in synthetic varieties, typically synthesized with 50-100 parent plants and in selecting desirable characteristics based on phenotype and genotype. The program historically has created and put into testing 20-25 new synthetic varieties each year. The DuPont Pioneer employees who joined our company following the Acquisition

• Mr. Szot will continue the work they were pursuing prior to the Acquisition.serve as our Executive Vice President of Finance and Administration and Chief Financial Officer.

Field Data.DuPont Pioneer historically took new alfalfa product candidates through a rigorous review process involving both greenhouse and field trials. The DuPont Pioneer Alfalfa Business performs a significant portion of its field testing internally, while also working closely with leading universities and research institutions to collect field-level data on the performance of selected seed varieties. Historically, DuPont Pioneer typically collected a minimum of three years of field data prior to commercially launching a new variety to growers. The field data was used to prove the efficacy of varieties internally as well as for its salesforce to position in comparison to other available seed varieties in the market. We expect to continue following a similar rigorous field testing process.

Pipeline.DuPont Pioneer historically introduced new seed varieties that it believed added value for the customer by having a measurable improvement in an agronomic trait that

• Mr. Szot's annual Base Salary is key to alfalfa production or enhancing the efficiency of production, including yield, disease and pest resistance, forage quality and improved standability. On average, it required approximately six to 14 years to develop an improved seed variety for commercial launch. Once a product is launched, DuPont Pioneer's seed varieties typically have a five to nine year life in the market. Historically, the DuPont Pioneer alfalfa program has advanced approximately two to three new varieties to foundation seed production each year.

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  Facilities and Production

  Research Facilities. DuPont Pioneer's alfalfa research scientists who joined our company are locatedinitially fixed at a facility in Arlington, Wisconsin. The Arlington location is a comprehensive research facility with a total of over 16,000 square feet including almost 8,000 square feet
of greenhouse facilities. Scientists located in Arlington utilize the facility's capabilities to develop products year-round. We acquired the Arlington facility as part of the Acquisition.

  The DuPont Pioneer Alfalfa Business also has several alfalfa research associates developing specialty products for the western North American market at a DuPont Pioneer-owned research facility in Connell, Washington. As part of the Acquisition, we leased a portion of the Connell facility from DuPont Pioneer, and the research associates became our employees.

  Production Facility. The main alfalfa seed production facility for the DuPont Pioneer Alfalfa Business has over 80,000 square feet and is located in Nampa, Idaho. The Nampa facility conducts operations for field seed growing, conditioning, treatment and packaging, for foundation and commercial seed production for both conventional and traited alfalfa products. The Nampa facility has two commercial conditioning lines, a coating, treatment and packaging line and a full quality lab. We acquired the Nampa facility as part of the Acquisition, and in connection therewith, we have exclusive use of the coating lines, with its patented technology, for alfalfa conditioning.

  Seed Production. The DuPont Pioneer Alfalfa Business utilized a contract grower model to produce alfalfa seed,$285,000, which is the production modelsalary we have paid him as of January 1, 2015. The Base Salary is subject to periodic review (not less frequently than annually).

• Bonus compensation shall be payable in the discretion of the Compensation Committee upon consideration of personal and Company financial goals mutually agreed upon by the Compensation Committee and Mr. Szot. Initially, an annual incentive bonus of up to 100% of the Base Salary may be paid, which is payable 65% in cash and 35% in equity. The amount of the bonus compensation, allocation between cash and equity and the target goals will be subject to annual review.
• Mr. Szot will continue to employ. The DuPont Pioneer Business contracts acres primarilybe eligible to participate in Idaho, California, eastern Oregonour equity incentive plan or plans in effect from time to time and Washingtonshall be considered for grants and awards at such times and in such amounts as well as other western statesshall be deemed appropriate by the Compensation Committee.
• Mr. Szot will be entitled to various executive benefits and Alberta, Canada. Locations historically were chosen based onperquisites, including, without limitation, all generally provided company employee benefits, plus life insurance purchased for his beneficiaries by us.
• In the attractivenessevent Mr. Szot's employment is terminated without cause (as defined in the Szot Employment Agreement), he will be entitled to receive a cash severance payment equal to 12 months of his then-current Base Salary, plus the cash value of the growing conditionsmaximum incentive bonus compensation to which he could be entitled for intended varieties, including the current year.
• In the event of a change of control, and provided that Mr. Szot is not offered a comparable position (as defined in the Szot Employment Agreement) by the surviving company, he will be entitled to a severance payment equal to (a) his annual Base Salary as in effect immediately before the change of control transaction plus (b) the full amount of rain, average temperature and soil types. Typical grower contracts for alfalfa havethe current year's targeted incentive bonus compensation, multiplied by a termfactor of 1.5; provided, however, that the multiplier shall be increased to a factor of two years within the DuPont Pioneer Alfalfa Business having an option to extend for an additional year. We acquired existing growers contractsevent the price of our Common Stock payable in connection with the Acquisition.

  Distributionchange of control transaction is at least $10 per share. In addition, we will pay, or cause to be paid, Mr. Szot's health insurance premiums for one and Sales

  DuPont Pioneer Distribution Channel.The primary distribution channel for DuPont Pioneer's alfalfa seed has been through DuPont Pioneer's sales representatives and dealer network. We did not acquire anya half years from the date of DuPont Pioneer's sales and distribution assetsthe change of control transaction or, rights to the DuPont Pioneer brand in the Acquisition. Followingevent the Acquisition, DuPont Pioneertransaction price is continuingat least $10 per share, for two years.

• Whether due to sell DuPont Pioneer-branded alfalfa seed through its sales representativea termination without cause or a change of control, all equity grants and dealer network. Subjectawards shall vest in full and be non-forfeitable immediately before the date of termination on a termination without cause or the change of control event.

Mr. Jury's March 2016 employment agreement with S&W complements and is intended to supplement his separate employment agreement entered into with our Australian subsidiary, Seed Genetics International Pty Ltd. ("SGI"). Certain matters pertaining to Mr. Jury's employment are governed by Australian law and therefore, in certain exceptions, DuPont Pioneer will purchase alfalfa seedrespects, his employment agreement differs from us underthose entered into with Messrs. Grewal and Szot. However, in key respects, including the determination of bonus compensation and payments upon a long-term distribution agreement discussed below.

End Customers.Alfalfa seed is used forchange of control, the productionterms of dry baled hay, ensiled haylage and pasture. The key end markets for alfalfa are livestock, dairy and commercial hay producers.

Intellectual Property

The DuPont Pioneer Alfalfa Business DuPont Pioneer has six U.S. patented plant varieties and four other varietiesthe Jury Employment Agreement parallel the similar terms provided in the patent application or prosecution process. We acquired these patentsGrewal Employment Agreement and applications as part of the Acquisition.Szot Employment Agreement.

Regulation

We acquired certain of the DuPont Pioneer Alfalfa Business' Plant Variety Protection, or PVP registrations in the U.S. and international markets as part of the Acquisition. DuPont Pioneer historically submitted varieties to the Association of Official Seed Certifying Agencies, or "AOSCA," for optional certification of products in the United States and required certification for international markets. In order to export seed, DuPont Pioneer followed procedures to grow and package traited seed for sensitive markets, as well as procedures for phytosanitary seed inspections, which procedures we will continue, as necessary for our operation of the DuPont Pioneer Alfalfa Business.

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Legal ProceedingsThe Jury Employment Agreement includes the following key terms:

• Mr. Jury will continue to serve as our Executive Vice President of Operations and Chief Operating Officer.

There is no material outstanding litigation related

• Mr. Jury's compensation will continue to be governed primarily pursuant to the DuPont Pioneer Alfalfa Business.terms and conditions of the SGI Contract of Employment, with oversight provided by the Compensation Committee.

MARKET PRICE OF AND DIVIDENDS ON
THE DUPONT PIONEER ALFALFA BUSINESS

• Bonus compensation shall be payable in the discretion of the Compensation Committee upon consideration of personal and company financial goals mutually agreed upon by the Compensation Committee and Mr. Jury. Initially, an annual incentive bonus of up to 100% of the Base Salary may be paid, which is payable 65% in cash and 35% in equity. The amount of the bonus compensation, allocation between cash and equity and the target goals will be subject to annual review.

The Dupont Pioneer Alfalfa Business was

• Mr. Jury will continue to be eligible to participate in our equity incentive plan or plans in effect from time to time and shall be considered for grants and awards at such times and in such amounts as shall be deemed appropriate by the Compensation Committee.
• Mr. Jury's executive benefits and perquisites will continue to be governed primarily pursuant to the SGI Contract of Employment or as otherwise made available to employees of SGI generally. In addition, we will purchase for his beneficiaries a portionterm life insurance policy.
• In the event Mr. Jury's employment is terminated without cause (as defined in the Jury Employment Agreement), he will be entitled to receive a cash severance payment equal to 12 months of his then-current Base Salary, plus the cash value of the maximum incentive bonus compensation to which he could be entitled for the current year.
• In the event of a product linechange of control, and related assets of Pioneer Hi-Bred International, Inc. As such, it had no separately traded securities and no stockholders. Pioneer Hi-Bred International, Inc. is a wholly-owned subsidiary of E. I. du Pont de Nemours & Company andprovided that Mr. Jury is not publicly traded.

  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
  AND ACCOUNTING DISCLOSURE

  The DuPont Pioneer Alfalfa Business has historically been treatedoffered a comparable position (as defined in the Jury Employment Agreement) by the surviving company, he will be entitled to a severance payment equal to (a) his annual Base Salary as a product linein effect immediately before the change of DuPont Pioneer. As such, it has never separately engaged auditors to audit or review financial statements. PricewaterhouseCoopers, LLP,control transaction plus (b) the independent registered public accountants for DuPont, Pioneer's parent, was engaged by DuPont Pioneer solely for the purpose of auditing the Special Purpose Combined Statements of Assets to be Sold and Liabilities to be Assumed at September 30, 2014 and December 31, 2013 and Special Purpose Combined Statements of Revenues and Direct Expenses for the Nine Months Ended September 30, 2014 and the Years Ended December 31, 2013 and 2012full amount of the DuPont Pioneer Alfalfa Business (the "Special Purpose Combined Financial Statements")current year's targeted incentive bonus compensation, multiplied by a factor of 1.5; provided, however, that the multiplier shall be increased to a factor of two in the event the price of our Common Stock payable in connection with the Acquisition,change of control transaction is at least $10 per share. In addition, we will pay, or cause to be paid, Mr. Jury's health insurance premiums for one and a half years from the date of the change of control transaction or, in the event the transaction price is at least $10 per share, for two years.

• Whether due to a termination without cause or a change of control, all equity grants and awards shall vest in full and be non-forfeitable immediately before the date of termination on a termination without cause or the change of control event.

The principal terms of Mr. Jury's SGI Employment Agreement include:

• Mr. Jury will continue to serve as permittedGeneral Manager of SGI.
• Mr. Jury's compensation includes a (i) base salary of AUD $225,000 as of January 1, 2015; his base salary remains at that level; (ii) 9% company contribution to his superannuation (retirement) fund; and (iii) a car allowance.

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In August 2016, Danielson B. Gardner, formerly our Vice President of Breeding and Genetics, was promoted to a newly-created executive officer position of Chief Marketing and Technology Officer. In connection with the promotion, Mr. Gardner entered into a new three-year employment agreement (the "Gardner Employment Agreement") containing the following terms:

• Mr. Gardner will serve as our Chief Marketing and Technology Officer.
• Mr. Gardner's annual Base Salary is initially fixed at $225,000. The Base Salary is subject to periodic review (not less frequently than annually).
• Bonus compensation shall be payable in the discretion of the Compensation Committee upon consideration of personal and Company financial goals mutually agreed upon by the StaffCompensation Committee and Mr. Gardner. Initially, an annual incentive bonus of up to 100% of the SEC by letter dated September 23, 2014. There were no changesBase Salary may be paid, which is payable 65% in or disagreements with PricewaterhouseCoopers on accountingcash and accounting disclosure with respect to such Special Purpose Combined Financial Statements.

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS OF THE DUPONT PIONEER ALFALFA BUSINESS

  Explanatory Note

  35% in equity. The following Management's Discussion and Analysisamount of the alfalfa seed researchbonus compensation, allocation between cash and developmentequity and productionthe target goals will be subject to annual review.

• Mr. Gardner will continue to be eligible to participate in our equity incentive plan or plans in effect from time to time and shall be considered for grants and awards at such times and in such amounts as shall be deemed appropriate by the Compensation Committee.
• Mr. Gardner will be entitled to various executive benefits and perquisites, including, without limitation, all generally provided company employee benefits, life insurance for the benefit of his beneficiaries, a car allowance and a death benefit equal to his Base Salary at the time of death, if he dies while employed by us but not on company-related business (the "DuPont Pioneer Alfalfa Business")at the time of DuPont Pioneerhis death or two times his Base Salary at the time of death, if he dies while on company-related business.
• In the event Mr. Gardner's employment is presentedterminated without cause (as defined in this proxy statement pursuantthe Gardner Employment Agreement), he will be entitled to Note Areceive a cash severance payment equal to Schedule 14A in connection with other information pertaining to12 months of his then-current Base Salary, plus the Acquisition. Until consummationcash value of the Acquisition,maximum incentive bonus compensation to which he could be entitled for the Alfalfa Business wascurrent year.
• In the event of a componentchange of DuPont Pioneer rather than a separate subsidiary or division. As previously noted, the Acquisition was completed on December 31, 2014 with no stockholder approval requirement under either federal or state or NASDAQ rules or regulationscontrol, and thusprovided that Mr. Gardner is not offered a matter to come before our stockholders atcomparable position (as defined in the Special Meeting.

  At our request, by letter dated September 23, 2014, we were given permissionGardner Employment Agreement) by the Staffsurviving company, he will be entitled to a severance payment equal to (a) his annual Base Salary as in effect immediately before the change of control transaction plus (b) the full amount of the SECcurrent year's targeted incentive bonus compensation, multiplied by a factor of 1.5; provided, however, that the multiplier shall be increased to provide Special Purpose Combined Financial Statementsa factor of two in lieuthe event the price of full financial statements presentation. The Special Purpose Combined Financial Statements are presented in this proxy statement beginning on page 22. These Special Purpose Combined Financial Statements were audited by PricewaterhouseCoopers LLP.

  Since we closed the Acquisition on December 31, 2014, these Special Purpose Combined Financial Statements reflect financial information for a business that we did not operate until January 1, 2015. Accordingly, our ability to provide management's insight into the historical financial condition and historical results of operations of the DuPont Pioneer Alfalfa Business is necessarily limited and primarily will be of a prospective nature. We reiterate as though fully set forth the cautionary statements about reliance upon forward looking information that appear on page 14 of this proxy statementCommon Stock payable in connection with the discussion below.

  Sincechange of control transaction is at least $10 per share. In addition, we will pay, or cause to be paid, Mr. Gardner's health insurance premiums for one and a half years from the acquisition date was December 31, 2014, the only activity impacting our Consolidated Statements of Operations for the periods ended December 31, 2014 were transactions expenses, and our Consolidated Balance Sheet as of December 31, 2014 reflects the impact of the Acquisition.change of control transaction or, in the event the transaction price is at least $10 per share, for two years.

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• Whether due to a termination without cause or a change of control, all equity grants and awards shall vest in full and be non-forfeitable immediately before the date of termination on a termination without cause or the change of control event.

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Overview

The DuPont Pioneer Alfalfa Business began with germplasm improvement work performed by Arnold-Thomas which began in 1958 when the predecessor entity to DuPont Pioneer formed a joint venture with Arnold-Thomas for alfalfa germplasm development. The predecessor entity to DuPont Pioneer acquired Arnold-Thomas in 1975, and DuPont acquired the predecessor entity in 1999.

DuPont Pioneer's dormant alfalfa seed that was purchased in the Acquisition is well suited for areas where winter hardiness is required and has historically been bred to help meet growers' needs in specific geographies for disease and pest resistance, forage quality and yield. To maintain its leadership each year, DuPont Pioneer historically introduced (on average) two to three new alfalfa varieties to the market, with approximately 20 varieties offered at any one time.

The DuPont Pioneer Alfalfa Business primarily historically conducted and will continue to conduct its breeding program at a research and development facility in Arlington, Wisconsin and its seed processing at a facility in Nampa, Idaho. We acquired these operations as partEach of the Acquisition.

The DuPont Pioneer Alfalfa Business historically utilized and will continue to utilize a contract grower model to produce alfalfa seed. At the time of the Acquisition, the DuPont Pioneer Alfalfa Business contracted acres primarily in Idaho, California, eastern Oregon and Washington, and to a lesser extent, in other western states and Alberta, Canada. We acquired growers' contractsabove employment agreements defines "change-of-control" as part of the Acquisition.

The DuPont Pioneer Alfalfa Business historically distributed alfalfa seed through the DuPont Pioneer sales representative and dealer network to more than 20 countries on five continents. Following the Acquisition, subject to certain exceptions, DuPont Pioneer is continuing to sell DuPont Pioneer-branded alfalfa seed through its sales representative and dealer network, purchasing its alfalfa seed from us under a long-term distribution agreement that expires in September 2024. Our sales to DuPont Pioneer will be concentrated in a period that generally runs from December through May.

Revenues and Direct Expenses for the Years Ended December 31, 2012 and 2013 and for the Nine Months Ended September 30, 2014

Revenue increased by $1,825,000, or 4%, for the year ended December 31, 2013 ("2013") compared to the year ended December 31, 2012 ("2012"). Revenue for the nine months ended September 30, 2014 (the "2014 Period") totaled $40,861,000. The acquisition of the Alfalfa Business is expected to materially contribute to our revenue immediately. In January 2015, we received a prepayment from DuPont Pioneer of approximately $22,000,000 for seed that will be sold later in our fiscal year ending June 30, 2015, with approximately an additional $4,000,000 to be paid in April 2015. We expect to generate revenue of approximately $26,000,000 from sales to DuPont Pioneer under the distribution and production agreements during our fiscal year ending June 30, 2015. We expect to generate revenue of approximately $40,000,000 from sales to DuPont Pioneer under the distribution and production agreements during our 2016 fiscal year. In addition to sales under the DuPont Pioneer distribution agreement, under the terms of which we became DuPont Pioneer's sole source of its conventional (non-GMO) dormant alfalfa seed (subject to specified exceptions), we also expect demand from other customers in the dormant regions of the United States, Canada, Europe and parts of Asia who require high yield dormant alfalfa seed, although we expect DuPont Pioneer to be our largest customer for dormant seed. These additional potential sources of revenue will be dependent upon our ability to secure additional contract production.

Direct costs of revenues declined marginally in 2013 compared to 2012, from $34,793,000 to $34,415,000. Direct costs of revenue for the 2014 Period totaled $31,724,000. Gross profit margins totaled 24% and 20% for 2013 and 2012, respectively. Gross profit margins totaled 22% for the 2014 Period.

19

Research and development expense increased marginally in 2013 compared to 2012, from $1,607,000 in 2012 to $1,648,000 in 2013. The research and development expense in the 2014 Period totaled $1,287,000. We expect research and development expenses to increase by approximately $1,700,000 per year ($425,000 per quarter) in future periods as a result of the Acquisition, which included certain alfalfa research and development assets of DuPont Pioneer.

Total direct expenses were $36,400,000 in 2012, $36,063,000 in 2013 and $33,011,000 for the 2014 Period. This item of expense expressly excludes costs not directly associated with producing the revenue from the Alfalfa Business (such as corporate, shared services and other indirect general & administrative costs) as well as interest income/expense and income taxes. Such additional items of expense, as well as depreciation expense and amortization expense, will be reflected in future periods in our consolidated financial statements.

Excess of revenue over direct expenses increased by approximately 22% between 2012 and 2013, from $7,316,000 in 2012 to $9,478,000 in 2013. The excess of revenue over direct expenses for the 2014 Period totaled $7,850,000.

Material Changes in the Historical Results of Operations, Liquidity, Cash Flows and Financial Resources Related to the Alfalfa Business as Acquired by S&W

Beginning in the third quarter of fiscal 2015, we expect quarterly Selling, General, and Administrative expenses to increase approximately $175,000 per quarter and depreciation expense and amortization expense to increase approximately $125,000 and $245,950, respectively, as compared to our historical results. Due to the limited nature of the financial statements that we were required to prepare for the Acquisition, we do not have sufficient financial information to provide the traditional analysis of the items set forth in the heading hereinabove. Thus, in lieu of such analysis, we have provided such qualitative information as we deem appropriate in light of the circumstances. Commencing with our Quarterly Report on Form 10-Q for the quarter ending March 31, 2015, traditional MD&A analysis of the Alfalfa Business will be presented in combination with the MD&A analysis regularly provided by us for our ongoing business.

The grower base acquired in recent 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 our second, third and fourth fiscal quarters, respectively. As a result of the 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.

20

FINANCIAL STATEMENTS OF
DUPONT PIONEER ALFALFA BUSINESS

INDEX

Note with respect to the presentation of financial statements of DuPont Pioneer Alfalfa Business, the full financial statements specified in Rule 3-05 of Regulation S-X are not presented because the Alfalfa Business has never been accounted for as a separate entity, subsidiary or division of DuPont or Pioneer. Stand-alone financial statements related to the DuPont Pioneer Alfalfa Business have never been prepared as neither DuPont Pioneer's nor DuPont's financial system is designed to provide complete financial information of the DuPont Pioneer Alfalfa Business. Therefore, such full financial statements and other financial information could not be provided without unreasonable effort and expense.

At our request, by letter dated September 23, 2014, we were given permission by the Staff of the SEC to provide Special Purpose Combined Financial Statements in lieu of full financial statements presentation. These Special Purpose Combined Financial Statements have been derived from the accounting records of DuPont Pioneer using its historical financial information and audited by PricewaterhouseCoopers LLP. DuPont Pioneer management has included allocations of certain warehousing overhead, distribution and selling costs that it believes are reasonable and appropriate. The Special Purpose Combined Financial Statements do not necessarily represent the assets to be sold or liabilities to be assumed or revenues and direct expenses as if the DuPont Pioneer Alfalfa Business had been operating as a separate, stand-alone entity during the periods presented.

We believe that the omission of the full financial statements and other financial information for the Acquisition will not have a material impact on your understanding of the financial results and condition and related trends of our company following the Acquisition.

PricewaterhouseCoopers LLP's awareness letter with respect to the inclusion of its report on the Special Purpose Combined Financial Statements in this proxy statement is attached as Exhibit A hereto.

21

DuPont Pioneer Alfalfa Business
(A component of E. I. du Pont de Nemours and Company)

SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS

September 30, 2014 and December 31, 2013

22

Independent Auditor's Report

To the Management of
E. I. du Pont de Nemours and Company

We have audited the accompanying special purpose combined statements of the Alfalfa business of Pioneer Hi-Bred International, Inc., a wholly-owned subsidiary of E. I. du Pont de Nemours and Company, which comprise the combined statements of assets to be sold and liabilities to be assumed as of September 30, 2014 and December 31, 2013, and the related special purpose combined statements of revenues and direct expenses for the nine months ended September 30, 2014 and for each of the two years in the period ended December 31, 2013.

Management's Responsibility for the Special Purpose CombinedFinancial Statements

Management is responsible for the preparation and fair presentation of the special purpose combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of special purpose combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the special purpose combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the special purpose combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose combined financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the special purpose combined financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the special purpose combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the special purpose combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

PricewaterhouseCoopers LLP, Two Commerce Square, 2001 Market Street, Philadelphia, PA 19103
T: (267) 330-3000, F: (267) 330-3300, www.pwc.com/us

23

Opinion

In our opinion, the special purpose combined financial statements referred to above present fairly, in all material respects, the assets to be sold and liabilities to be assumed of the Alfalfa business of Pioneer Hi-Bred International, Inc. at September 30, 2014 and December 31, 2013 and the revenues and direct expenses for the nine months ended September 30, 2014 and for each of the two years in the period ended December 31, 2013 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying special purpose combined financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K of S&W Seed Company, as described in Note 1, and are not intended to be a complete presentation of the financial position or results of operations of the Alfalfa business of Pioneer Hi-Bred International, Inc. Our opinion is not modified with respect to this matter.

/s/ PricewaterhouseCoopers LLP

January 19, 2015

24

DuPont Pioneer Alfalfa Business
(A component of E. I. du Pont de Nemours and Company)
Special Purpose Combined Statements of Assets to be Sold and Liabilities to be Assumed
September 30, 2014 and December 31, 2013

(in thousands)

The accompanying notes are integral to these special purpose combined financial statements.

25

DuPont Pioneer Alfalfa Business
(A component of E. I. du Pont de Nemours and Company)
Special Purpose Combined Statements of Revenues and Direct Expenses
Nine-Months Ended September 30, 2014 and
Years Ended December 31, 2013 and 2012

(in thousands)

The accompanying notes are integral to these special purpose combined financial statements.

26

DuPont Pioneer Alfalfa Business
(A component of E. I. du Pont de Nemours and Company)
Notes to Special Purpose Combined Financial Statements
September 30, 2014 and December 31, 2013

(in thousands)

1.    Description of Business and Basis of Presentation

27

DuPont Pioneer Alfalfa Business
(A component of E. I. du Pont de Nemours and Company)
Notes to Special Purpose Combined Financial Statements
September 30, 2014 and December 31, 2013

(in thousands)

2.    Summary of Significant Accounting Policies

28

DuPont Pioneer Alfalfa Business
(A component of E. I. du Pont de Nemours and Company)
Notes to Special Purpose Combined Financial Statements
September 30, 2014 and December 31, 2013

(in thousands)

29

DuPont Pioneer Alfalfa Business
(A component of E. I. du Pont de Nemours and Company)
Notes to Special Purpose Combined Financial Statements
September 30, 2014 and December 31, 2013

(in thousands)

3.    Property, Plant and Equipment

4.    Subsequent Events

30

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

S&W Seed Company
Unaudited Pro Forma Combined Financial Statements

On December 31, 2014, S&W Seed Company ("the Company or S&W") purchased certain alfalfa research and production facility and conventional (non- GMO) alfalfa germplasm assets (and assumed certain related liabilities)highlight salient portions of Pioneer Hi-Bred International, Inc. ("DuPont Pioneer") (the "Pioneer Acquisition").

The following unaudited pro forma combined financial information gives effect to the Pioneer Acquisition and is provided for informational purposes only. The unaudited pro forma combined financial information was based on anda typical CD&A. This narrative disclosure should be read in conjunction with the (i) historical consolidatedSummary Compensation Table and related tables that are presented elsewhere in this Proxy Statement.

Compensation Philosophy and Processes

Compensation for our executives and key employees is designed to attract and retain people who share our vision and values and who can consistently perform in such a manner that enables the Company to achieve its strategic goals. The Compensation Committee believes that the total compensation package for each of our executive officers is competitive with the market, thereby allowing us to retain executive talent capable of leveraging the skills of our employees and our unique assets in order to increase stockholder value. In fiscal year 2016, all of our executive officers were Named Executive Officers. Our Named Executive Officers refers to those executive officers identified in the Summary Compensation Table below. Our Named Executive Officers for fiscal year 2016 included the following individuals: Mark S. Grewal, President and Chief Executive Officer; Matthew K. Szot, Executive Vice President of Finance and Administration, Chief Financial Officer and Treasurer; and Dennis C. Jury, Executive Vice President of Operations and Chief Operating Officer.

The Company's executive compensation programs are designed to (1) motivate and reward our executive officers, (2) retain our executive officers and encourage their quality service, (3) incentivize our executive officers to appropriately manage risks while improving our financial statementsresults, and (4) align executive officers' interests with those of S&W included in its Annual Report on Form 10-Kour stockholders. Under these programs, our executive officers are rewarded for the year ended June 30, 2014; (ii) the historical consolidated financial statementsachievement of S&W for the three months ended September 30, 2014 included in its Form 10-Q; (iii)company objectives and the audited special purpose combined financial statementsrealization of the DuPont Pioneer alfalfa business for the nine months ended September 30, 2014 and years ended December 31, 2013 and 2012, respectively.increased stockholder value.

The unaudited pro forma combined consolidated balance sheet asprogram seeks to remain competitive with the market while also aligning the executive compensation program with stockholder interests through the following types of September 30, 2014,compensation: (i) base salary; (ii) annual cash-based incentive bonuses; and the unaudited pro forma combined statements of operations for the year ended June 30, 2014 and three months ended September 30, 2014, are presented herein. The unaudited pro forma combined balance sheet gives effect to the Pioneer Acquisition as if it had been completed on September 30, 2014, and combines the unaudited consolidated balance sheet of S&W and DuPont Pioneer's audited special purpose combined statement of assets to be sold and liabilities to be assumed. The unaudited pro forma combined statements of operations for the year ended June 30, 2014 and three months ended September 30, 2014 give effect to the Pioneer Acquisition as if it had occurred on July 1, 2013.(iii) equity-based incentive awards.

S&W's fiscal year ended June 30, 2014 and DuPont Pioneer's historical fiscal year was December 31, 2013. The unaudited pro forma combined statements of operations for the year ended June 30, 2014 were prepared using the historical statements of operations of S&W and the special purpose combined statement of revenues and direct expenses of DuPont Pioneer's alfalfa business for the nine months ended September 30, 2014 and year ended December 31, 2013. The DuPont Pioneer alfalfa business's audited results for the year ended December 31, 2013 were adjusted to exclude the six months ended June 30, 2013 and to include the six months ended June 30, 2014 to recast twelve months of operations ending June 30, 2014. The unaudited pro forma combined statements of operations for the three months ended September 30, 2014 were prepared using the historical statements of operations of S&W and DuPont Pioneer alfalfa business's special purpose combined statement of revenues and direct expenses for the nine months ended September 30, 2014. The DuPont Pioneer alfalfa business's audited results for the nine months ended September 30, 2014 were adjusted to exclude the six months ended June 30, 2014 to reflect three months of operations ending September 30, 2014.

Key Executive Compensation Objectives

The historical financial information has been adjusted to give effect to pro forma events that are directly attributable tocompensation policies developed by the acquisitions, are factually supportable and are expected to have a continuing impact on the combined results. The unaudited pro forma combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma combined financial statements, and is not necessarily indicative of the combined results of operations or financial condition had the acquisitions been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future results of operations or financial position of the combined company. The pro forma adjustmentsCompensation Committee are based on preliminary estimatesthe philosophy that compensation should reflect both Company-wide performance, financially and operationally, and the individual performance of the fair valuesexecutive, including management of assets acquiredpersonnel under his supervision. The Compensation Committee's objectives when setting compensation for our executive officers include:

• Setting compensation levels that are sufficiently competitive such that they will motivate and liabilities assumedreward the highest quality individuals to contribute to our goals, objectives and information available asoverall financial success. This is done in part through reviewing and comparing the compensation of other companies in our peer group.

30

• Retaining executives and encouraging their continued quality service, thereby encouraging and maintaining continuity of the datemanagement team. Our competitive base salaries combined with cash and equity incentive bonuses, retirement plan benefits and the vesting requirements of this Current Report on Form 8-K/A. Actualour equity-based incentive awards, encourage high-performing executives to remain with the Company.
• Incentivizing executives to appropriately manage risks while attempting to improve our financial results, performance and condition.
• Aligning executive and stockholder interests. The Compensation Committee believes the use of equity compensation as a key component of executive compensation is a valuable tool for aligning the interests of our executive officers with those of our stockholders.

Our compensation program is designed to reward superior performance of both the Company and of each individual executives and seeks to encourage actions that drive our business strategy. In fiscal 2016, we instituted a process by which the Compensation Committee or a member thereof, will meet with each of our executives quarterly to review performance, goals and expectations so that our annual compensation decisions, when made, will be more transparent. Our compensation strategy is to provide a competitive opportunity for senior executives, taking into account their total compensation packages, which include a combination of base salary, cash-based incentive bonuses and equity-based incentive bonuses.

Oversight of Executive Compensation

The Role of the Compensation Committee in Setting Compensation. Our Compensation Committee determines and recommends to our Board of Directors the compensation of our executive officers. The Compensation Committee also administers the 2009 Plan (defined below). The Compensation Committee reviews base salary levels for executive officers of our company and recommends raises and bonuses based upon the company's achievements, individual performance and competitive and market conditions. The Compensation Committee may differ fromdelegate certain of its responsibilities, as it deems appropriate, to compensation subcommittees or to our officers, but it has not elected to do so to date.

The Role of Executives in Setting Compensation. While the amounts reflectedCompensation Committee does not delegate any of its functions to others in setting the compensation of senior management, it includes members of senior management in the unaudited pro forma combined financial statements,Compensation Committee's executive compensation process. We have asked each of our senior executives to annually provide us with input with regard to their goals for the coming year. These proposals include suggested company-wide and individual performance goals. The individual goals include not only the differencesgoals of such executive but also goals of the employees for whom the executive is responsible. The Compensation Committee reviews these proposals with the executives and provides the Committee's perspective on those aspects that the Committee may feel should be material.modified. Quarterly meetings with the executives will permit an ongoing dialog to further our goal of enhancing communication and managing expectations regarding compensation matters.

The Role of Consultants in Setting Compensation. In fiscal 2016, the Compensation Committee did not retain compensation consultants to assist it in its review of executive compensation although it is empowered by its charter to do so and did receive input from Frederic W. Cook & Co. in fiscal 2014. As the Compensation Committee deems necessary or helpful, it may retain the services of compensation consultants in connection with the establishment and development of our compensation philosophy and programs in the future.

31

S&W SEED COMPANY
(A NEVADA CORPORATION)
Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2014
			Historical						Pro Forma Adjustments
			S&W Seed													Pro Forma
			Company			Pioneer			Acquisition			Financing		Notes		Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	2,314,780		$	-		$	(27,762,112)		$	29,127,448		(a),(b),(g),(j)	$	3,680,116
Accounts receivable, net			21,492,373			-			-			-				21,492,373
Inventories, net			29,050,403			18,586,000			2,933,376			-		(c)		50,569,779
Prepaid expenses and other current assets			384,131			-			-			-				384,131
Deferred tax asset			1,293,747			-			-			-				1,293,747
TOTAL CURRENT ASSETS			54,535,434			18,586,000			(24,828,736)			29,127,448				77,420,146
Property, plant and equipment, net of accumulated depreciation			10,400,311			3,123,000			3,586,265			-		(d)		17,109,576
Goodwill			4,678,818			-			10,447,735			-		(e)		15,126,553
Other intangibles, net			13,633,946			1,142,000			20,901,000			-		(f)		35,676,946
Crop production costs, net			2,671,114			-			-			-				2,671,114
Deferred tax asset - long term			1,960,042			-			-			-				1,960,042
Debt issuance costs			-			-			-			1,726,543		(g)		1,726,543
Other asset - long term			359,507			-			-			-				359,507
TOTAL ASSETS		$	88,239,172		$	22,851,000		$	10,106,264		$	30,853,991			$	152,050,427
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	13,439,282		$	15,248,000		$	6,271,376		$	-		(c)	$	34,958,658
Accounts payable - related parties			2,526,426			-			-			-				2,526,426
Accrued expenses and other current liabilities			462,697			-			-			-				462,697
Foreign exchange contract liabilities			65,768			-			-			-				65,768
Working capital lines of credit			17,334,726			-			-			-				17,334,726
Current portion of convertible notes			-			-			-			4,655,172		(g)		4,655,172
Current portion of long-term debt			212,606			-			-			-				212,606
TOTAL CURRENT LIABILITIES			34,041,505			15,248,000			6,271,376			4,655,172				60,216,053
Non-compete payment obligation, less current portion			150,000			-			-			-				150,000
Contingent consideration obligation			-			-			2,200,000			-		(h)		2,200,000
Long-term debt, less current portion			4,437,098			-			10,000,000			-		(i)		14,437,098
Convertible notes non-current, net of discount of $4,862,000			-			-			-			17,482,828		(g)		17,482,828
Derivative warrant liabilities			-			-			-			4,862,000		(g)		4,862,000
Deferred tax liability - non-current			98,892			-			-			-				98,892
Other non-current liabilities			21,722			-			-			-				21,722
TOTAL LIABILITIES			38,749,217			15,248,000			18,471,376			27,000,000				99,468,593
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;
11,674,447 issued and 11,649,447 outstanding at September 30, 2014			11,675			-			-			1,294		(j)		12,969
Treasury stock, at cost, 25,000 shares at September 30, 2014			(134,196)			-			-			-				(134,196)
Additional paid-in capital			55,313,934			-			-			4,235,649		(j)		59,549,583
Retained earnings (deficit)			(2,690,659)			-			(762,112)			(382,952)		(b)		(3,835,723)
Other comprehensive loss			(3,010,799)			-			-			-				(3,010,799)
TOTAL STOCKHOLDERS' EQUITY			49,489,955			-			(762,112)			3,853,991				52,581,834
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	88,239,172		$	15,248,000		$	17,709,264		$	30,853,991			$	152,050,427

Compensation Risk Assessment

As part of its risk assessment process, the Compensation Committee reviewed material elements of executive and non-executive employee compensation. The Compensation Committee concluded that these policies and practices do not create risk that is reasonably likely to have a material adverse effect on the Company.

The structure of our compensation program for our executive officers does not incentivize unnecessary or excessive risk taking. The base salary component of compensation does not encourage risk taking because it is a fixed amount. The incentive plan awards have risk-limiting characteristics:

• Annual incentive awards to each of our executive officers are limited to the fixed maximum specified in the incentive plan;
• Annual incentive awards are based on a review of a variety of performance factors, thus diversifying the risk associated with any single aspect of performance;
• The Compensation Committee, which is composed of independent members of our Board of Directors, approves final incentive plan cash and stock awards in its discretion after reviewing executive and corporate performance; and
• The significant portion of long-term value is delivered in shares of the Company with a multi-year vesting schedule, which aligns the interests of our executive officers to the long-term

Elements of Compensation

The material elements of the compensation program for our Named Executive Officers include: (i) base salary; (ii) cash-based incentive bonuses; and (iii) equity-based incentive awards.

Base Salaries. We provide our Named Executive Officers with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to us and competitiveness of the market. Salaries for our Named Executive Officers are determined by the Compensation Committee based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions; the expertise of the individual executive; and the competitiveness of the market for the executive's services.

Performance Cash-Based Incentive Bonuses. Our practice is to award cash-based incentive bonuses, based in part on the achievement of performance objectives or significant accomplishments as established by the Compensation Committee from time-to-time in its discretion. These performance objectives and significant accomplishments are, in part, developed in partnership with the executive and are discussed on an ongoing basis throughout the year.

Equity-Based Incentive Awards. Our equity-based incentive awards are designed to align our interests with those of our employees and consultants, including our Named Executive Officers. Our Compensation Committee is responsible for approving equity grants. As of the end of fiscal 2016, our Named Executive Officers have been granted both stock option awards and restricted stock units. Vesting of the stock option and restricted stock unit awards is tied to continuous service with us and serves as an additional retention measure and long-term incentive.

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S&W SEED COMPANY
(A NEVADA CORPORATION)
Unaudited Pro Forma Combined Statement of Operations
For the Three Months Ended September 30, 2014
			Historical						Pro Forma Adjustments
			S&W Seed														Pro Forma
			Company			Pioneer			Acquisition			Financing		Notes			Combined
Revenue		$	8,164,234		$	8,084,970		$	(604,571)		$	-		(k)		$	15,644,633
Cost of revenue			6,850,442			4,625,097			(589,473)			-		(l)			10,886,066
Gross profit			1,313,792			3,459,873			(15,098)			-					4,758,567
Operating expenses
Selling, general and administrative expenses			1,788,425			-			175,000			-		(m)			1,963,425
Research and development expenses			223,359			456,424			-			-					679,783
Depreciation and amortization			319,759			-			370,950			-		(d),(f)			690,709
Total operating expenses			2,331,543			456,424			545,950			-					3,333,917
Income (loss) from operations			(1,017,751)			3,003,449			(561,048)			-					1,424,650
Other expense
Foreign currency (gain) loss			47,741			-			-			-					47,741
Amortization of debt issuance costs			-			-			-			189,486		(g)			189,486
Accretion of debt discount			-			-			-			533,934		(g)			533,934
Interest on covertible notes			-			-			-			391,034		(g)			391,034
Other interest expense, net			246,650			-			75,000			-		(i)			321,650
Net income (loss) before income tax expense (benefit)			(1,312,142)			3,003,449			(636,048)			(1,114,454)					(59,195)
Income tax expense (benefit)			(437,827)			-			792,394			(374,457)		(n)			(19,890)
Net income (loss)		$	(874,315)		$	3,003,449		$	(1,428,442)		$	(739,997)				$	(39,305)
Net income (loss) per common share:
Basic		$	(0.08)													$	(0.00)
Diluted		$	(0.08)													$	(0.00)
Weighted average number of common shares outstanding:
Basic			11,625,115									1,294,000		(j)			12,919,115
Diluted			11,625,115									1,294,000		(j)			12,919,115

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S&W SEED COMPANY
(A NEVADA CORPORATION)
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended June 30, 2014
			Historical						Pro Forma Adjustments
			S&W Seed														Pro Forma
			Company			Pioneer			Acquisition			Financing		Notes			Combined
Revenue		$	51,533,643		$	42,527,646		$	(3,251,097)		$	-		(k)		$	90,810,192
Cost of revenue			41,561,736			33,212,655			(3,539,870)			-		(l)			71,234,521
Gross profit			9,971,907			9,314,991			288,773			-					19,575,671
Operating expenses
Selling, general and administrative expenses			6,815,576			-			700,000			-		(m)			7,515,576
Research and development expenses			840,578			1,646,415			-			-					2,486,993
Depreciation and amortization			1,265,739			-			1,483,800			-		(d),(f)			2,749,539
Total operating expenses			8,921,893			1,646,415			2,183,800			-					12,752,108
Income (loss) from operations			1,050,014			7,668,576			(1,895,027)			-					6,823,563
Other expense
Gain on disposal of fixed assets			(11,921)			-			-			-					(11,921)
Foreign currency gain			(51,571)			-			-			-					(51,571)
Amortization of debt issuance costs			-			-			-			941,130		(g)			941,130
Accretion of debt discount			-			-			-			2,651,919		(g)			2,651,919
Interest on covertible notes			-			-			-			1,855,655		(g)			1,855,655
Other interest expense, net			653,290			-			300,000			-		(i)			953,290
Net income (loss) before income tax expense (benefit)			460,216			7,668,576			(2,195,027)			(5,448,704)					485,061
Income tax expense (benefit)			87,116			-			1,906,629			(1,830,765)		(n)			162,980
Net income (loss)		$	373,100		$	7,668,576		$	(4,101,656)		$	(3,617,939)				$	322,081
Net income per common share:
Basic		$	0.03													$	0.03
Diluted		$	0.03													$	0.02
Weighted average number of common shares outstanding:
Basic			11,572,406									1,294,000		(j)			12,866,406
Diluted			11,733,621									1,294,000		(j)			13,027,621

34

S&W Seed Company
NotesFor fiscal 2016, each executive was entitled to Unaudited Pro Forma Combined Financial Statements

Note 1 - Transactions and Purchase Consideration

The Pioneer Acquisition was consummated pursuant to the terms of the Asset Purchase and Sale Agreement (the "Agreement"). The purchase price under the initial Agreement consists of $27 million in cash (payable at closing), a promissory note (the "Note") payable by the Company to DuPont Pioneer in the initial principal amount of $10 million (issued at closing), and a potential earn-out payment (payable asreceive an increase in the principal amount of the Note)annual incentive bonus of up to $5 million100% of his base salary, payable 65% in cash and 35% in equity. Following the completion of the 2016 fiscal year, each of our executive officers self-evaluated himself against his specific goals and presented his assessment to the Compensation Committee. The Compensation Committee followed with its own assessment and discussed the results with each of our executive officers. Cash and equity incentive awards were paid in October 2016 based on S&W sales under the distribution and productioncommittee's assessments. Based on the year-end assessments, the Compensation Committee determined that our executive officers were entitled to incentive bonuses as follows:

• Base Pay. Pursuant to their respective employment agreements entered into in connection withMarch 2016, the Pioneer Acquisition,current base salaries for our executive officers is as well as other S&W sales of products containing the acquired germplasm in the three-year period following the closing.

  Following 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").

  The Pioneer Acquisition transaction documents provide that the Company and DuPont Pioneer shall work towards obtaining the necessary consents from and agreements with third parties to permit the transfer of DuPont Pioneer's GMO assets to the Company. If such third party 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 for a price of $7.0 million no later than December 29, 2017. Including the potential purchase of the GMO assets, the aggregate purchase price of the Pioneer alfalfa business assets will total up to $49.0 million.

  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 purchase price allocation is based on estimated fair value as follows: