October 28, 2016November 30, 2017

To our stockholders:

We are pleased to invite you to attend the 20162017 annual meeting of stockholders of S&W Seed Company, to be held on Friday, DecemberTuesday, January 9, 20162018 at 10:00 a.m. Pacific Standard Time at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae,our corporate offices located at 106 K Street, Suite 300, Sacramento, 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 Fresno106 K Street, Suite 380
Fresno, CA 93720300

Sacramento, California 95814

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBERJANUARY 9, 20162018

To the Stockholders of S&W Seed Company:

The 20162017 annual meeting of stockholders (the "Annual Meeting") of S&W Seed Company, a Nevada corporation (the "Company"), will be held on Friday, DecemberTuesday, January 9, 20162018 at 10:00 a.m. local time at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae,our corporate offices located at 106 K Street, Suite 300, Sacramento, California, for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

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 Annual Meeting may be property adjourned or postponed.

The record date for the Annual Meeting is October 19, 2016.November 20, 2017. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on DecemberJanuary 9, 20162018 at The Westin San Francisco Airport, 1 Old Bayshore Highway, Millbrae,106 K Street, Suite 300, Sacramento, California.

The Proxy Statement and Annual Report to Stockholders (including the Form 10-K for the fiscal year ended June 30, 2016)2017) are available free of charge at: wwwproxyvote.com.

By Order of the Board of Directors

President and Chief Executive Officer

Fresno,Sacramento, California
October 28, 2016November 30, 2017

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.

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S&W SEED COMPANY

PROXY STATEMENT
FOR THE 20162017 ANNUAL MEETING
OF STOCKHOLDERS OF S&W SEED COMPANY

The enclosed proxy is solicited by the Board of Directors (the "Board") of S&W Seed Company, a Nevada corporation (the "Company," "S&W," "we" or "our"), for use in voting at the 20162017 Annual Meeting of Stockholders (the "Annual Meeting") to be held at The Westin San Francisco Airport,our corporate offices located at 106 K Street, Suite 300, Sacramento, California, on DecemberJanuary 9, 2016,2018, at 10:00 a.m. and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these materials?

We have prepared these materials for our 20162017 annual meeting of stockholders (the "Annual Meeting") to be held on Friday, DecemberTuesday, January 9, 20162018 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,our corporate offices located at 1 Old Bayshore Highway, Millbrae,106 K Street, Suite 300, Sacramento, 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.November 30, 2017.

What is included in these proxy materials?

• The Notice of 2016 Annual MeetingInternet Availability of Stockholders;Proxy Materials (the "Notice");
• This Proxy Statement for the Annual Meeting; and
• S&W's Annual Report on Form 10-K for the year ended June 30, 2016,2017, as filed with the Securities and Exchange Commission (the "SEC") on September 15, 201620, 2017 (the "Annual Report").

If you requested 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 the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Beginning with this Annual Meeting, in accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), S&W has elected to use the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, we have sent athe 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 Annual Meeting, including any adjournments or postponements thereof. Instructions on how to access the proxy materials over the Internet or request a printed copy of the materials can be found in the Notice.

Stockholders may follow 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 associated with the printing and mailing of materials.

S&W's proxy materials are also 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, 2016November 30, 2017 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after November 7, 2016.December 11, 2017.

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What items will be voted on at the Annual Meeting?

There are three items scheduled for a vote at the Annual Meeting:

• The election to the 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, 20172018 (Proposal No. 2); and
• Approval, on an advisory basis, of the compensation of the Company's named 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 stockholders for consideration at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote upon such matters in accordance with their best judgment.

What are the Board's voting recommendations?

The Board recommends that you vote your shares:

• "FOR" election of each of the nominees named in this Proxy Statement to the Board (Proposal No. 1);
• "FOR" ratification of the selection of Crowe Horwath LLP as S&W's independent registered public accounting firm for the fiscal year ending June 30, 20172018 (Proposal No. 2); and
• "FOR" approval, on an advisory basis, of the compensation of the Company's named executive officers, as disclosed in the Proxy Statement (Proposal No. 3).

May the Annual Meeting be adjourned or postponed?

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or 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 Board 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.

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 any interest in the matters to be acted upon at the Annual Meeting.

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Who may vote at the Annual Meeting?

Each share of S&W's common stock has one vote on each matter. Only stockholders of record as of the close of business on October 19, 2016November 20, 2017 (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 17,680,82820,791,365 shares of S&W's common stock issued and outstanding, held by 2338 holders of record. In addition to the stockholders of record 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 difference between a stockholder of record and a beneficial owner of shares held in street name?

• Stockholder of Record.IfRecord.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.IfName.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.Youperson.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.YouInternet.You may vote by proxy via the Internet by visiting www.proxyvote.com and following the instructions provided in the Notice.
• By Telephone.YouTelephone.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.IfMail.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.S&W. Simply follow the voting instructions in the Notice to ensure that your vote is counted.To vote in person at the annual meeting,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.Ifperson.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.

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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.YouInternet.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.YouTelephone.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.IfMail.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 8,840,41510,395,683 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. GrewalW. Wong 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, 20172018 (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 bylawsBylaws 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 encourages 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 the 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 proxy card or voting instruction form dated as of a later date, or by attending the Annual Meeting and voting 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 Fresno106 K Street, Suite 380, Fresno, CA 93720,300, Sacramento, California 95814, 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,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, 2017.2018.

For nominations or other business to be properly brought before the 2017 annual meeting,2018 Annual Meeting of Stockholders, you must have given timely notice in proper written form 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,Sacramento, California between AugustSeptember 11, 20172018 and September 10, 2017;October 11, 2018; provided, however, that in the event that the date of the 2017 annual meeting2018 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after DecemberJanuary 9, 2017,2019, your notice must be so delivered not earlier than the close of business on the 120th day prior to the 2017 annual meeting2018 Annual Meeting of Stockholders 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 bylawsBylaws 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 bylawsBylaws 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 meeting2018 Annual Meeting of stockholders?Stockholders?

Stockholder proposals and director nominations must be delivered to our Corporate Secretary by mail at 7108 North Fresno106 K Street, Suite 380, Fresno, CA 93720,300, Sacramento, California 95814, 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 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 any 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.

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How may I obtain copies of the exhibits to the 20162017 Annual Report? 

A copy of the 20162017 Annual Report is enclosed with this Proxy Statement, but we have not included the exhibits to the 20162017 Annual Report. The 20162017 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 20162017 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.$20,000. 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 Fresno106 K Street, Fresno,Suite 300, Sacramento, California 93720.95814. 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.

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

General Information About OurThe Board

OurThe 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- termlong-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 officerChief Executive Officer and other members of senior management, and by attending boardBoard meetings and boardBoard 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'sthe 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 thesuch 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. In considering whether to nominate any director currently serving on the Board (an "Incumbent Director") for re-election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board's acceptance of such resignation in the event the director fails to receive the required vote to be re-elected, as described above. If an incumbent directorIncumbent Director fails to receive the required number of votes for re-election in an uncontested election, under Delaware law the Incumbent Director would continue to serve on the Board as a "holdover director" until his or her successor is not elected and no successor has been elected at the meeting, he will promptly tenderqualified, or until his conditionalor her earlier resignation following certification of the vote.or removal pursuant to our Bylaws. 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 certification of the recommendation. Thereafter, theelection results. 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,our Bylaws, fill any resulting vacancy or may decrease the size of the Board.

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

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Our Board has affirmatively determined that Dr. Fischhoff, Ms. Madere and Messrs. Fischhoff, Matina, Seidler, Straus and Wickersham, and Wong, representing fivea majority of the eight nominees standing for election, are "independent""independent directors" as that term is defined under the applicable rules and regulations of the SEC and NASDAQ. In reaching its conclusions, the listing requirementsBoard considered all relevant facts and rulescircumstances with respect to any direct or indirect relationships between us and each of the Nasdaq Capital Market ("Nasdaq"). There are no familydirector nominees, including those discussed under the caption "Certain Relationships and Related Transactions" below. Our Board determined that any relationships that exist or existed in the past between us and each of the foregoing nominees, if any, director and executive officer.were immaterial on the basis of the information set forth in the above-referenced sections.

The Board proposes that the eight director-nomineesdirector nominees named in the following summary be elected as our directors, each to hold officeserve until the 20172018 Annual Meeting of Stockholders, and until their successors arehis successor is duly elected and qualified, or theiruntil his earlier death, 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, Consuelo E. Madere, Alexander C. Matina, Charles (Chip) B. Seidler, Robert D. Straus, 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 meeting2018 Annual Meeting of stockholders,Stockholders, and until ahis successor is qualifiedduly elected and electedqualified, or until his earlier death, resignation or removal. Other than Dr. Fischhoff,Ms. Madere and Mr. Straus, each of the nominees is currently a director of our company.

Michael (Mick) M. Fleming,Glen D. Bornt, 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,December 2012, 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. FlemingBornt for his many years of service and his support of our company.

AThe following is a brief summarybiography of each nominee's principal occupationnominee for director and other information follows. Nonea discussion of the directors,specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for 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.as of the date of this proxy statement.

Glen D. Bornt (Age 58)
President, Imperial Valley Milling Co.11

Mr. Bornt

David A. Fischhoff, Ph.D.
David Fischhoff Consulting LLC

David A. Fischhoff, Ph.D. 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.2016. 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.(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 hisa S.B. degree 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 honoredWe believe that Dr. Fischhoff has agreed to serve on our Board and are confident that hisFischhoff's wealth of experience in agriculture, genetics and technology will help guidequalify him to serve on 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.Board.

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

In December 2014, Mr. Harvey was appointed Chairman of the Board of Directors of our company,in December 2014, 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 DirectorsWe believe that Mr. Harvey should be re-elected to the Board because of hisHarvey's extensive experience in the seed industry, which contributes valuable business expertise.expertise, qualifies him to serve on the Board.

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Consuelo E. Madere
President and Founder, Proven Leader Advisory LLC

Ms. Madere has served as president and founder of Proven Leader Advisory LLC, a management consulting and executive coaching firm, since March 2014. Since May 2014, she has served on the board of directors of PotashCorp, a publicly traded fertilizer company listed on both the New York Stock Exchange and the Toronto Stock Exchange. From 1982 to April 2013, Ms. Madere served in a number of key leadership positions at Monsanto Company, a global provider of agricultural solutions, including President of the vegetable seeds division from 2008 to 2009, General Manager of the Europe/Africa division from 2005 to 2008, President of the dairy business from 2003 to 2005 and, most recently, as an executive officer of global vegetables and Asia commercial businesses. Ms. Madere received a B.S. degree in Chemical Engineering from Louisiana State University and an M.B.A. from the University of Iowa. Since November, 2013, Ms. Consuelo has served on the Dean's Advisory Council of the Louisiana State University Honors College. She is a member of the Latin Corporate Directors Association as well as the Hispanic Association on Corporate Responsibility. Ms. Consuelo is also certified by the National Association of Corporate Directors as a Governance Fellow. We believe that Ms. Madere's strong industry and public company experience qualify her to serve on the Board.

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 bringsreceived a bachelor's degree from Fordham University and an M.B.A. from Columbia University. We believe that Mr. Matina's strong finance background, to our company's Board, including experience with private equity, as well as his experience inwith other public companies. For these reasons, the Nominating and Governance Committee and the Board of Directors believe that Mr. Matina should be re- electedcompanies qualify him to serve on the Board.

Charles (Chip) B. Seidler (Age 39)
Executive Director, Nomura SecuritiesPortfolio Manager, City Financial Hedge Fund Group

Mr. Seidler was elected to our Board in June 2010. Commencing in June 2010,October 2017, Mr. Seidler began serving as a portfolio manager of City Financial Hedge Fund Group in London, England. From June 2010 through August 2017, he served 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 hasreceived a bachelor's degree and a Masters of Arts Degree from Colgate University. Because ofWe believe that Mr. Seidler's extensive experience in the corporate boardroom and his financial expertise he bringsqualify him to our Boardserve on the Board.

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Robert D. Straus

Portfolio Manager and Analyst, Wynnefield Capital Management LLC

Mr. Straus has served as Portfolio Manager and Analyst at Wynnefield Capital, Inc., an investment management firm, since April 2015. Wynnefield Capital Management manages two partnerships and Wynnefield Capital, Inc. manages one partnership, all three of which invest in small-cap value U.S. public equities and private companies. Prior to joining Wynnefield Capital, Inc., Mr. Straus served as a levelsenior equity analyst of professionalism and perspective that we believe is invaluable. Accordingly, the Nominating and Governance Committee andGilford Securities, an investment banking firm, from February 2009 through March 2015. Mr. Straus served as Managing Director or Senior Analyst at several investment banks over nearly 20 years. Since June 2017, Mr. Straus has served on the Board of Directors for Nature's Sunshine - a NASDAQ-listed nutritional and personal care products company, for which he also serves on the Audit committee and the Compliance Committee. Mr. Straus is also a member of the Board of Directors of two private companies: Since May 2017, Hollender Sustainable Brands LLC - a female sexual wellness consumer brand with its headquarters in Burlington, VT and an office in New York, NY; Since May 2015, MK Acquisition LLC - an authentic mountain lifestyle apparel brand founded in Jackson Hole, Wyoming. Mr. Straus received a B.S.B.A. degree from the University of Hartford and a M.B.A. from Bentley University. We believe that Mr. Seidler should be re-electedStraus' financial and public company experience, as well as Mr. Straus' extensive experience assessing capital allocation programs, evaluating business strategy and conducting in-depth due diligence, qualify him to serve on 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 andhas served as our Chairman of the Board from incorporation in October 2009 until December 2014, when he stepped down to become our Vice Chairman. Since July 2016 and November 2016, respectively, Mr. Wickersham has been serving as Chairman of the Board and Chief Executive Officer of Eastside Distilling, Inc., a public company producer and marketer of craft spirits located in Portland, Oregon. Since 1996, Mr. Wickersham has also 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. Since December 2015, 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,has served as the Vice Chairman of the Board of SenesTech, Inc., a privatepublic 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.control. 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 holdsreceived an A.B. degree 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 hisWickersham's experience and knowledge ofwith respect to corporate finance, and legal matters, his experience and knowledge of operational matters gained as a past and present director of other public and private companiesthrough prior directorships 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-electedChairman qualify him to serve on the Board.

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

Mr. Wong was elected to our Board in December 2014. In June 2017, he was appointed to serve as our President and Chief Executive Officer. 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.CFH. Between 2008 andDecember 2015, 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 Sciencea B.S. degree in Chemical Engineering from Lehigh University and hisan M.B.A. from the Wharton School of Business at the University of Pennsylvania. We believe that Mr. Wong provides the Board with a wealth of experienceWong's extensive background in the agricultural and energy industries, and given his background in agriculture, engineering and business, the Nominating and Governance Committee and the Boardmany years of Directors believe that Mr. Wong should be re-electedexecutive leadership experience, qualify him to serve on the Board.

Committees of the Board of Directors

TheOur Board of Directors has threefive standing committees: an Audit Committee,Committee; a Compensation Committee andCommittee; a Nominating and Governance Committee.Committee; a Finance Committee; and an Acquisition and Strategy Committee, each of which meet as needed or advisable. The table below provides membership and meeting information for fiscal 2017 for each of the standing committees of the Board. In addition to formal in-person and telephonic meetings, 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:with management.

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_______

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As of October 24, 2016,the date of this proxy statement, the members of the Audit Committee are Messrs. Fleming, MatinaWickersham and Seidler.Seidler and Dr. Fischhoff. Mr. FlemingWickersham 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 NasdaqNASDAQ 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 NasdaqNASDAQ Stock Market. The Board of Directors has also determined that Mr. FlemingWickersham is an "Audit Committee financial expert" as defined in SEC rules and he satisfies the financial sophistication requirements of NasdaqNASDAQ as a result of his many years serving as a chief executive and audit committee chair. This designation does not impose on Mr. FlemingWickersham 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.Board.

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

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• 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.Board.

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

Report of the Audit Committee

The following is the report of the Audit Committee with respect to the Company's audited financial statements for the year ended June 30, 2017. The information contained in this report shall not be deemed "soliciting material" or otherwise considered "filed" with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

The Audit Committee has reviewed and discussed the audited financial statements for fiscal 2017 with our management. The Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, as amended, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB").

The Audit Committee Report ishas also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants' communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm's independence.

Based on the foregoing, the Audit Committee has recommended to our Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended 2017. Our Board has approved this Proxy Statement on page 43.inclusion.

AUDIT COMMITTEE

Grover T. Wickersham (Chair)
David A. Fischhoff, Ph.D.
Charles B. Seidler

As of October 24, 2016,the date of this proxy statement, the members of the Compensation Committee are Messrs. Fleming, Matina and Wong.Seidler and Dr. Fischhoff. Mr. WongMatina 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 NasdaqNASDAQ 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;

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• 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.Board. A current 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 yearandyear and 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.TheBoard. The Compensation Committee meets regularly in executive session. However, from time to time, other directors and outside advisors or consultantsmayconsultants may 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,NASDAQ, including the independence factors listed in NasdaqNASDAQ Rule 5605(d)(3). However, the Compensation Committee is not prohibited from obtaining advice from advisors that it determines are not independent. During fiscal 2016,2017, 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 20162017 are described in greater detail in the Executive Compensation section of this Proxy Statement.

As of October 24, 2016,the date of this proxy statement, the members of the Nominating and Governance Committee are Messrs. Seidler and Wickersham and Wong.Dr. Fischhoff. 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.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.Board. 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

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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 thisthe 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;Board;
• 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;Board;
• 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;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.Board. A current 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" FinancingThe Finance Committee to provideprovides ad-hoc recommendations and guidance to the full Board on issues related to the financing of the Company. The Financing Committee serves at the pleasureAs of the Board anddate of this proxy statement, the chairman. The membersFinance Committee was comprised of the Financing Committee included Messrs. Matina, 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. SeidlerMatina 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,

• Cash-Based Incentive Compensation.Compensation. 65% of each such executive's bonus was payable in cash. The following cash incentive bonuses were paiddetermined in October 2016 to our executive officersSeptember 2017 for their performance during fiscal 2016:2017:

Mr. Jury's cash bonus has been converted from Australian dollars to U.S. dollars based on an exchange rate of .75,.7537, which was the exchange rate at the time the bonuses were awarded. In connection with Mr. Grewal's June 2017 departure, Mr. Grewal received a cash payment of $175,000 in lieu of a cash bonus for fiscal year 2017.

• Equity-Based Incentive Compensation.Compensation. The remainder of the incentive bonuses due to our executive officers to compensate them for their 2016 performance, amounting toremaining 35% of theeach such executive's total bonus was payable in equity.equity and divided equally into a restricted stock unit award and a stock option grant. Based on the final assessments of the Compensation Committee, in October 2016, ourSeptember 2017, these executive officers were granted the following equity incentive awards out of our Amended and Restated 2009 Equity Incentive Plan:

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Executive Officer Compensation

The following Summary Compensation Table sets forth certain information regarding the compensation earned during fiscal 2016 by (i) our Chief Executive Officer, and (ii) our two most highly compensated executive officers other than our Chief Executive Officer who were serving as executive officers at the end of the end of fiscal 2016. These individuals are referred to herein as our "Named Executive Officers."

Summary Compensation Table

The following table sets forth certain information regarding the compensation earned during fiscal 2017 by (i) the two individuals who served as Chief Executive Officer during fiscal 2017, and (ii) our two most highly compensated executive officers other than our Chief Executive Officer who were serving as executive officers at the end of the end of fiscal 2017. These individuals are referred to herein as our "Named Executive Officers."

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Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards ($)(3)		Option Awards ($)(3)		All Other Compensation ($)		Total ($)
Mark W. Wong (1)		2017		5,385		-		-		235,806		102,434	(2)	343,624
President and Chief Executive Officer		2016		-		-		-		-		75,441	(2)	75,441
Mark S. Grewal (4)		2017		345,983		136,500		36,751		37,734		10,841	(5)	567,809
Former President and Chief Executive Officer		2016		347,654		-		119,000		141,796		21,594	(5)	630,044
Matthew K. Szot		2017		285,000		148,200		39,901		40,968		14,600	(6)	528,669
Executive Vice President of Finance and Administration, Chief Financial Officer and Treasurer		2016		282,997		-		119,000		101,283		15,400	(6)	518,680
Dennis C. Jury (7)		2017		169,230	(8)	58,057		15,552		15,969		29,859	(9)	288,667
Executive Vice President of Operations and Chief Operating Officer		2016		163,588	(8)	-		39,665		-		30,391	(9)	233,644

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Outstanding Equity Awards at Fiscal Year End 20162017

The following table sets forth information regarding each unexercised option award held by our Named Executive Officers as of June 30, 2016.2017.

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Amended and Restated 2009 Equity Incentive Plan

The S&W Seed Company Amended and Restated 2009 Equity Incentive Plan (the "2009 Plan") authorizes the grant and award of options and other equity compensation, including stock appreciation rights, restricted stock awards, restricted stock units, performance awards and other stock-based compensation to employees, officers, directors and consultants. A total of 2,450,000 shares of common stock have been issued or are currently reserved for issuance under the 2009 Plan, which was last amended to increase the available share pool at our 2015 Annual Meeting.

The following table summarizes the information about the options and other equity compensation under our 2009 Plan as of the close of business on June 30, 2016.2017. We have no equity compensation plans that have not been approved by our stockholders.

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Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (a)		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans Approved by Stockholders		1,111,499 (1)		$5.12 (2)		561,278

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PROPOSALS

Overview of Proposals

This Proxy Statement contains three proposals requiring stockholder action:

• Proposal No. 1 requests the election to our Board of the eight nominees named in this Proxy Statement.
• Proposal No. 2 requests the ratification of the selection of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2017.2018.
• Proposal No. 3 requests that stockholders vote, on an advisory basis, to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement.

Proposal No. 1 - Election of Directors

General

The business and affairs of our company are managed under the direction of the Board, of Directors, as provided by Nevada law and our Bylaws. The Board of Directors establishes corporate policies and strategies and supervises the implementation and execution of those policies and strategies by our officers and employees. The directors are kept informed of our company operations at meetings of the Board, through reports and analyses prepared by, and discussions with, company management.

Our Articles of Incorporation provide that the number of members of the Board of Directors may be set by Board resolution.the Board. The Board has currently set the size of the Board of Directors at eight members. That number may be changed by further resolution of the Board or by an amendment to the Bylaws approved by our stockholders or the Board.

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 Meetingnext annual meeting of Stockholdersstockholders and until his successor is elected, and qualified or, if sooner, until his earlierdeath, resignation or removal.

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 will be 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'sthe 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. In considering whether to nominate any Incumbent Director for re-election, the Board will take into account whether the Incumbent Director has tendered an irrevocable resignation that is effective upon the Board's acceptance of such resignation in the event the director fails to receive the required vote to be re-elected, as described above. If an incumbent director is not elected and no successor has been elected atIncumbent Director fails to receive the meeting, he or she shall promptly tenderrequired number of votes for re-election in an uncontested election, under Delaware law the Incumbent

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Director would continue to serve on the Board as a "holdover director" until his or her conditionalsuccessor is elected and qualified, or until his or her earlier resignation following certification of the vote.or removal pursuant to our Bylaws. 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 certification of the recommendation. Thereafter, theelection results. The Board will promptly disclose its decision whether

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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'sour 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.

Nominees

The Nominating and Governance Committee of the Board recommended, and the full Board of Directorshas approved, Glen D. Bornt, David A. Fischhoff, Ph.D., Mark S. Grewal, Mark J. Harvey, Consuelo E. Madere, Alexander C. Matina, Charles (Chip) B. Seidler, Robert D. Straus, 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,Ms. Madere and Mr. Straus, each of the nominees is currently a director of our company. For information concerning the nominees, please see "Information Regarding the Nominees" beginning on page 11 in this Proxy Statement.

Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" each of Glen D. Bornt, David A. Fischhoff, Ph.D., Mark S. Grewal, Mark J. Harvey, Alexander M. Matina, Charles (Chip) B. Seidler, Grover T. Wickersham and Mark W. Wong.the foregoing director nominees. If the nominees are unable or decline to serve as a director at the time of the Annual Meeting, the proxies will be voted for another nominee designated by the Board. We are not aware of any reason that a nominee would be unable or unwilling to serve as a director.

Vote Required

Each director is elected by a majority of the votes cast at the Annual Meeting, meaning that to be elected, the director must receive more "for" votes than "withheld""against" votes. Broker non-votes and abstentions have no bearing on the outcome of the election.

The Board of Directors recommends that you votefor "FOR" the election of each of the nominees named above.

Proposal No. 2 - Ratification of Selection of Independent Registered Public Accountants

OurThe Audit Committee has selected Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 20172018 and has further directed that we submit the selection of our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Crowe Horwath has audited our financial statements since our 2015 fiscal year.

Representatives of Crowe Horwath LLP will be present at our Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the selection of Crowe Horwath LLP as our independent registered public accounting firm is not required by our bylawsBylaws or otherwise. However, our Board is submitting the selection of Crowe Horwath LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our Audit Committee will reconsider whether or

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not to retain Crowe Horwath LLP. Even if the selection is ratified, ourthe Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

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Annual Evaluation and Selection of Independent Auditor

To help assure continuing auditor independence, our Audit Committee annually reviews Crowe Horwath LLP's independence and performance in connection with the Committee's determination of whether to retain Crowe Horwath LLP or engage another firm as our independent auditor. In the course of these reviews, our Audit Committee considers, among other things:

• Crowe Horwath LLP's recent performance on our company audits;
• Crowe Horwath LLP's institutional knowledge and expertise regarding our company's global business, accounting policies and practices and internal control over financial reporting enhances audit quality;
• the professional qualifications of Crowe Horwath LLP, the lead audit partner and other key engagement partners;
• Crowe Horwath LLP's disclosures related to audit quality and performance, including recent PCAOB inspections;
• the appropriateness of Crowe Horwath LLP's audit fees; and
• the quality and candor of Crowe Horwath LLP's communications with the Audit Committee and management; andmanagement.

Based on this evaluation, our Audit Committee has determined that Crowe Horwath LLP is independent and that it is in the best interest of our company and its stockholders to continue to retain Crowe Horwath LLP to serve as our independent auditors for our fiscal year ending June 30, 2017.2018.

Principal Accountant Fees and Services

Our Audit Committee is responsible for audit firm compensation. The aggregate fees billed by Crowe Horwath LLP for the years ended June 30, 20162017 and 20152016 for the professional services described below are as follows:

_________

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All of the servicesfees described above were pre-approved by our Audit Committee. The Committee concluded that the provision of these services by Crowe Horwath LLP would not affect their independence.

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Rotation of Lead Audit Partner

The Audit Committee requires the lead audit partner to be rotated at least every five years. The process for selection of our company's lead audit partner pursuant to this rotation is expected to involve discussions with Crowe Horwath to consider issues related to the timing of such rotation and the transition to new lead and reviewing partners and a meeting between the Chair of our Audit Committee and the candidate for the role as well as discussion by the full Audit Committee and management.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm

We maintain an auditor independence policy that bans our auditors from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve the audit and non-audit services and related budget in advance, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates that we may not enter into auditor engagements for non-audit services without the express approval of the Audit Committee. In accordance with this policy, the Audit Committee pre-approved all services to be performed by our independent registered public accounting firm.

Vote Required

The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy on the matter is necessary to ratify the appointment of Crowe Horwath LLP as our independent registered public accountants for the fiscal year ending June 30, 2017.2018.

The Board of Directors unanimously recommends that stockholders vote "FOR" the ratification of the selection of Crowe Horwath LLP as the Company's independent registered public accountants for the fiscal year ending June 30, 20172018 (Proposal No 2).

Proposal No. 3 - Advisory Vote to Approve Executive Compensation ("Say-on-Pay")

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Securities Exchange Act, we are seeking an advisory, non-binding stockholder vote with respect to compensation awarded to our Named Executive Officers.

Our executive compensation program and compensation paid to our Named Executive Officers are described beginning on page 3029 of this Proxy Statement. Our compensation programs are overseen by the Compensation Committee and reflect our philosophy to pay all of our employees, including our Named Executive Officers, in ways that support the following principles that we believe reflect our core values (relationships matter; be open, honest and constructive; demand excellence; take intelligent risks; and act like an owner):

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• support, attract and retain the best talent;
• support a high-performance culture by rewarding excellence and achievement;
• recognize and retain top-performing talent via differentiated rewards and opportunities;
• reinforce alignment with our Company's values (in particular, a focus on excellence and an attitude of ownership);
• create alignment with our Company's long-term performance; and
• provide an opportunity for each employee to share in the success we create together.

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To help achieve these objectives, we structure our Named Executive Officers' compensation to reward the achievement of short-term and long-term strategic and operational goals. The performance goals developed for each executive officer include both personal and Company-wide goals.

We request that our stockholders approve the compensation of our Named Executive Officers as described elsewhere in this Proxy Statement pursuant to the following resolution:

As an advisory vote, this proposal (commonly referred to as "say-on-pay"), is not binding on S&W, our Board or the Compensation Committee and will not be construed as overruling a decision by S&W, the Board or the Compensation Committee or creating or implying any additional fiduciary duty for S&W, the Board or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by our stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers.

At our 2013 Annual Meeting, our stockholders expressed support to hold an advisory vote on our executive compensation program every year. Therefore, we expect the next advisory vote on executive compensation to occur at our 2017 annual meeting.2018 Annual Meeting of Stockholders. It is expected that the next vote on frequency of say-on-pay will be presented at our 2019 annual meeting.

Vote Required

Approval of Named Executive Officer compensation requires the approval of a majority of the shares represented in person or by proxy and entitled to vote at the Annual Meeting.

The Board of Directors recommends that stockholders vote "FOR" the approval of the compensation paid to our Named Executive Officers (Proposal No. 3).

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AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee with respect to the Company's audited financial statements for the year ended June 30, 2016. The information contained in this report shall not be deemed "soliciting material" or otherwise considered "filed" with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

As of June 30, 2016, the Audit Committee consists of three members: Messrs. Fleming, Matina and Seidler. All of the members are independent directors under the Nasdaq and SEC Audit Committee structure and membership requirements. The Audit Committee has certain duties and powers as described in its written charter adopted by the Board. A copy of the charter can be found on our website at www.swseedco.com/investors.

The Audit Committee is responsible primarily for assisting the Board in fulfilling its oversight and monitoring responsibility of reviewing the financial information that will be provided to stockholders and others, appointing the Company's independent registered public accounting firm, reviewing the services performed by the Company's independent registered public accounting firm, evaluating the Company's accounting policies and the system of internal controls established by management and the Board, reviewing significant financial transactions and overseeing enterprise risk management. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of our financial statements.

In fulfilling its oversight responsibility of appointing and reviewing the services performed by the Company's independent registered public accounting firm, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit services.

The Company maintains an auditor independence policy that, among other things, prohibits the Company's independent registered public accounting firm from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve in advance the audit and permissible non- audit services to be performed by the independent registered public accounting firm. This policy also mandates that the Company may not enter into engagements with the Company's independent registered public accounting firm for non-audit services without the express pre-approval of the Audit and Finance Committee.

In connection with the audited consolidated financial statements for the fiscal year ended June 30, 2016, the Audit Committee has:

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Based upon these reviews and discussions, the Audit Committee recommended to the Company's Board of Directors that the audited consolidated financial statements be included in S&W Seed Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 filed with the Securities and Exchange Commission. Our Board has approved this inclusion.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information concerning the beneficial ownership of the shares of our common stock as of October 20, 2016,September 14, 2017, by:

• each person we know to be the beneficial owner of 5% of more of our outstanding shares of common stock;
• our executive officers named in the Summary Compensation Table and our current directors and director nominees; and
• all of our executive officers and directors as a group.

Except as otherwise indicated below, the address of each beneficial owner listed in the table is c/o S&W Seed Company, 7108 North Fresno106 K Street, Suite 380, Fresno, CA 93720.300, Sacramento, California 95814.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 17,680,82820,692,089 shares of common stock outstanding on October 20, 2016.September 14, 2017. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of October 20, 2016 (December 19, 2016)September 14, 2017 (November 13, 2017). We did not deem these exercisable shares outstanding, however, for the purpose of computing the percentage ownership of any other person. The applicable footnotes are an integral part of the table and should be carefully read in order to understand the actual ownership of our securities, particularly by the 5% stockholders listed in the table.

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