NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On [   ],October 28, 2015

Dear S&W Seed Company Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of S&W Seed Company, which will be held at The Warwick San Francisco, 490 Geary Street, San Francisco, California, on Friday, December 11, 2015 at 10:00 a.m. Pacific Time.

The matters expected to be acted upon at the annual meeting are described in detail in the accompanying Notice of Annual Meeting and the Proxy Statement.

It is important that you use this opportunity to take part in the affairs of S&W Seed Company by voting on the business to come before this annual meeting Whether or not you plan to attend the annual meeting, please vote as soon as possible. As an alternative to voting in person at the annual meeting, you may vote via the Internet, or by mailing the completed paper proxy card. Voting by either of these methods will ensure your representation at the annual meeting. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares in person.

On behalf of the Board of Directors, I would like to thank you for your continued support and confidence, and we look forward to seeing you at the annual meeting.

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the annual meeting, you may submit your proxy and voting instructions via the Internet, or, if you receive a specialpaper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Please refer to the Question "How may you vote?" on page 1 of the Proxy Statement for a description of these voting methods. If your shares are held by a bank or brokerage firm (your record holder) and you have not given your record holder instructions to do so, your broker will NOT be able to vote your shares with respect to any matter other than ratification of the appointment of the auditors. We strongly encourage you to vote.

7108 North Fresno Street, Suite 380
Fresno, CA 93720

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 11, 2015

To the Stockholders of S&W Seed Company:

The 2015 annual meeting of stockholders (the "Special"Annual Meeting") of S&W Seed Company, a Nevada corporation (the "Company"). The meeting will be held on [   ],Friday, December 11, 2015 at [   ] _.m.10:00 a.m. local time at [   ]t The Warwick San Francisco, 490 Geary Street, San Francisco, California, for the following purpose:purposes:

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

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

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

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

HoldersThe record date for the Annual Meeting is October 15, 2015. Only stockholders of record of the Company's common stock at the close of business on February 9, 2015 (the "Record Date") are entitled to notice of, and tothat date may vote at the Special Meetingmeeting or any adjournment thereof. In accordance with Nevada law, if necessary to obtain a quorum or to obtain additional votes needed to win approval for the Share Issuance Proposal, we will adjourn the Special Meeting and announce a new date to reconvene the Special Meeting, without need to renotice this Special Meeting.

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

A list of stockholders entitled to vote will be available at the meetingAnnual Meeting and during ordinary business hours for ten10 days prior to the meetingAnnual Meeting at our corporate offices, 7108 Northlocated at 7801 Fresno Street, Suite 380, Fresno, CACalifornia 93720, for examination by any stockholder who is a stockholder as of the Record Date for any legally valid purpose related to the meeting.Annual Meeting.

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

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

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

The Board of Directors recommends that you vote FOR the proposals identified above.

Important Notice Regarding the Availability of Proxy Materials
for the SpecialAnnual Meeting of Stockholders to be Held on [   ],December 11, 2015:

Rules adopted by the Securities and Exchange Commission allow companies to send stockholders a Notice of Internet Availability of proxy materials, rather than mail them full sets of proxy materials. For this Specialthe 2015 Annual Meeting, we havethe Company has continued ourits practice of mailing full packages of materials to ourits stockholders. However we havethe Company has made available on ourits website a set of ourthe proxy materials, including this notice of meeting, the proxy statement and the form of proxy card. For your convenience, you can access those materials under "[   ] 2015 Special"2015 Annual Meeting" on the Investors page of ourthe Company's website at www.swseedco.com,, but you will not be able to vote on that website.

By Order of the Board of Directors

President and Chief Executive Officer
Five Points,

Fresno, California
[   ],October 28, 2015

S&W SEED COMPANY

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

AtThe enclosed proxy is solicited by the SpecialBoard of Directors (the "board") of S&W Seed Company, a Nevada corporation for use in voting at the 2015 Annual Meeting we are seeking stockholder approvalof Stockholders (the "Annual Meeting") to be held, on December 11, 2015, at 10:00 a.m. and at any adjournment thereof, for the issuancepurposes set forth in the accompanying Notice of shares underlying Debentures and Warrants we issued in a financing transaction (the "Financing Transaction"), the proceedsAnnual Meeting of which were used to fund our purchase of certain alfalfa-related assets (the "Acquisition") of Pioneer Hi-Bred International, Inc. ("DuPont Pioneer"), a subsidiary of E. I. du Pont de Nemours and Company ("DuPont"). This proxy statement provides certain required information regarding the Acquisition pursuant to Note A to Schedule 14A, which requires disclosure of certain information regarding an acquisition, even if approval of the acquisition is not sought, when the matter to be acted upon relates in some manner to that acquisition. Because the proceeds from the Financing that underlies the Share Issuance Proposal were used to fund the Acquisition, we have included additional disclosure in this proxy statement. However, we are not seeking stockholder approval for the Acquisition or the Financing Transaction, both of which closed on December 31, 2014 without the need to obtain stockholder approval under either Nevada law or the rules of The NASDAQ Stock Market.Stockholders.

TABLE OF CONTENTS

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INTRODUCTION

This proxy statement is furnished to the holders of common stock of S&W Seed Company, a Nevada corporation, in connection with the solicitation of proxies by management of S&W to be voted at a special meeting of stockholders on [   ], 2015, at [   ] _.m. local time, at [   ] and any adjournments or postponements thereof (the "Special Meeting"). In this document, the words "S&W, the "Company," "we," "us," "our" and "ours" refer only to S&W Seed Company and not to any other person or entity.

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

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

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

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

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

We know of no specific matter to be brought before the Special Meeting that is not referred to in the Notice of Special Meeting of Stockholders dated [   ], 2015. If any such matter properly comes before the Special Meeting, the proxyholders will vote proxies in accordance with their judgment.

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

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

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

We are providing you with this proxy statement and related materials in connection with the solicitation of proxies by our management. This proxy statement and the accompanying proxy card are expected to be mailed to the stockholders of record as of February 9, 2015, commencing on or about [   ], 2015.

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

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

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SOURCES OF ADDITIONAL INFORMATION

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

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

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

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

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SUMMARY TERM SHEETS

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

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

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	We have omitted from this proxy statement detailed information about our company that would be required by Item 14 of Schedule 14A if we were filing a registration on Form S-4 in connection with an acquisition inasmuch as such information is not material to an informed voting decision of the Share Issuance Proposal. For more detailed information about us, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, our Quarterly Report on Form 10-Q for the period ended December 31, 2014 and other reports and filings we may make from time to time with the SEC, all of which are available at www.sec.gov. Pioneer Hi-Bred International, Inc. is a subsidiary of E. I. du Pont de Nemours and Company. Its shares are not publicly traded. Its address is 7250 N.W. 62nd Avenue, Johnston, IA 50131 and its telephone number is (515) 535-3200. See "Information About the DuPont Pioneer Alfalfa Business and Related Required Information" beginning on page 15.
The Transaction:	On December 31, 2014, we purchased from DuPont Pioneer alfalfa research and production assets, conventional (non-GMO) alfalfa germplasm and certain other assets (the "Purchased Assets"), as set forth in detail in the Asset Purchase and Sale Agreement (as amended, the "APSA") between the parties. We further agreed to assume certain liabilities related to, among other things, the Purchased Assets, as specifically agreed to in the APSA. The agreements related to the Acquisition provide that both we and DuPont Pioneer will work towards obtaining the necessary consents from and agreements with third parties such that certain GMO alfalfa assets can be purchased from DuPont Pioneer by us. Pursuant to the terms of the APSA, if such consents and agreements are obtained before November 30, 2017 and subject to the satisfaction of other conditions specified in the APSA, we have committed to buy, and DuPont Pioneer has committed to sell, the GMO assets at a price of $7,000,000 on or before December 29, 2017. See "DuPont Pioneer Alfalfa Assets Acquisition" beginning on page 38.
The Consideration:	Up to $42,000,000, consisting of the following: (i) a cash payment at closing of $27,000,000; and (ii) a three year secured promissory note (the "Note") payable us to DuPont Pioneer in the initial principal amount of $10,000,000 (issued at closing), and a potential earn-out payment (payable as an increase in the principal amount of the Note) of up to $5,000,000. The promissory note bears interest at 3% per annum (paid annually), matures on December 31, 2017 and is secured by certain of the Purchased Assets. See "DuPont Pioneer Alfalfa Assets Acquisition" beginning on page 38.

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

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The Financings

The Debenture Private Placement Summary Term Sheet

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Terms of the Warrants:	Following is a summary of certain significant terms of the Warrants. See "The Financing Transactions - Common Stock Purchase Warrants" beginning on page 44 for a more detailed description of the terms of the Warrants.
Term	The Warrants are exercisable beginning June 30, 2015 and will be exercisable through June 30, 2020, unless earlier redeemed.
Exercise Price	The initial exercise price is $5.00 per share, subject to customary adjustment for stock splits, reverse stock splits and other events of recapitalization. If, on September 30, 2015, the exercise price then in effective exceeds the arithmetic average of the 10 lowest VWAPs of our common stock during the 20 consecutive trading days ending on the trading day that is immediately prior to September 30, 2015, then the exercise price for the Warrants will be reset to that arithmetic average, but in no event will the reset price fall below $4.15 (as adjusted for any stock dividends, stock split, stock combination, reclassification or similar transaction occurring after December 30, 2014). In addition, if we issue or are deemed to have issued securities at a price lower than the then applicable exercise price during the three year period ending December 31, 2017, the exercise price of the Warrants will adjust based on a weighted average anti-dilution formula ("down-round protection").
Consideration	The Warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the Warrants, the Warrants may be exercised on a cashless basis.
Redemption	At any time after June 30, 2015, we may redeem the outstanding Warrants upon 30 days' prior written notice for $0.25 per unexercised warrant, provided all equity conditions have been met, and provided further, that the closing price of our common stock has equaled or exceeded $12.00 (subject to adjustment) for at least 15 consecutive trading days.
Registration Rights:	We agreed to (i) file a Registration Statement no later than 30 days following closing of the financing (which we timely filed on January 30, 2015); (ii) respond to SEC comments within 18 days of receipt; and (iii) request acceleration within three business days of receiving confirmation from the SEC Staff that the review of the registration statement is complete (or there is to be no review) (our registration statement on Form S-3 was declared effective on February 20, 2015). We agreed to use reasonably commercial best efforts to cause the registration statement to be declared effective as soon as possible after the closing. We will be required to pay a 1% default payment in cash prorated during each month such obligations are not satisfied, up to three months as long as the Company is current in its fillings and the holders can use Rule 144 for resale of their shares.
Right of Participation	The investors have the right to participate for no less than 30% of any future public offering of the Company in excess of $5,000,000 in gross proceeds for two years after the closing of the financing.
Closing	The Debenture and Warrant Financing closed on December 31, 2014. We sold $27,000,000 principal amount of 8% Senior Secured Convertible Debentures Due November 30, 2017, together with Warrants to purchase an aggregate of 2,699,999 shares of our Common Stock.

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Stockholder Approval

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

The Shares Private Placement Summary Term Sheet

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Closing:

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

QUESTIONS AND ANSWERS ABOUT THE SPECIALANNUAL MEETING

What is this proxy statement? The Board of Directors has provided you with these proxy materials in connection with its solicitation of proxies by the Company to be voted at the SpecialAnnual Meeting. Please note that throughout these proxy materials we may refer to S&W Seed Company as "S&W," "the Company," "we," "us" or "our." These proxy materials are first being mailed to stockholders entitled to vote at the meetingAnnual Meeting on or about [   ],November 2, 2015.

What is the purpose of the SpecialAnnual Meeting? AtFor stockholders to vote on the Special Meeting, our stockholders will act uponfollowing proposals:

• to elect Glen D. Bornt, Michael (Mick) M. Fleming, Mark S. Grewal, Mark J. Harvey, Alexander C. Matina, Charles (Chip) B. Seidler, William S. Smith, Grover T. Wickersham and Mark Wong as directors to serve until the proposal described in these Proxy Materials: That is, younext annual meeting or until their successors are being asked to consider a proposal elected and qualified;
• to approve an increase of 750,000 shares for additional grants and awards under our Amended and Restated 2009 Equity Incentive Plan (Amendment No. 3 to the possible future issuancePlan);
• to ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016;
• on an advisory basis, on named executive officer compensation ("say-on-pay"); and
• to transact such other business that may properly come before the Annual Meeting or t any adjournment or postponement thereof.

How does the Board of Directors recommend that you vote on these proposals?The Board recommends that you vote:

• FOR the election of Messrs. Bornt, Fleming, Grewal, Harvey, Matina, Seidler, Smith, Wickersham and Wong;
• FOR the amendment of the Company's common stock upon conversionAmended and exerciseRestated 2009 Equity Incentive Plan to increase the number of Debenturesshares authorized for future grants and Warrants that were issued in a private placement that closedawards by 750,000 shares;
• FOR the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016; and
• FOR the approval, on December 31, 2014, as well as the possible issuancean advisory basis, of additional shares of our common stock in lieu of cash payments to service the Debenture indebtedness, at our option and provided various conditions are satisfied.named executive officer compensation.

Who Can Vote?Only holders of record of theour common stock on February 9,October 15, 2015, which we refer to as the Record Date, will be entitled to attend and vote at the SpecialAnnual Meeting or any adjournment thereof. As of the Record Date, there were 12,961,47513,482,930 shares of common stock issued, outstanding and entitled to vote. No other class of voting securities is outstanding on the date of mailing of this proxy statement. Each share of common stock has one vote per share.

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

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For Stockholders of Record
	If, on February 9,October 15, 2015, your shares were registered directly in your name with our transfer agent, Transfer Online, Inc., you are a stockholder of record, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the accompanying proxy card in the addressed, postage paid envelope provided, voting online on Transfer Online, Inc.'s website as indicated on the proxy card or voting in person at the SpecialAnnual Meeting. If you hold your shares directly in your own name, they will not be counted as shares present for the purposes of determining the presence of a quorum or be voted if you do not provide a proxy or attend the SpecialAnnual Meeting and vote the shares yourself.Whether or not you plan to attend the SpecialAnnual Meeting, please complete, date and sign the enclosed proxy card or vote online prior to the SpecialAnnual Meeting to ensure that your vote is counted. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign but do not provide instructions, your shares will be voted as described below.
	You may attend the SpecialAnnual Meeting and vote your shares in person at the SpecialAnnual Meeting prior to the closing of the vote on any particular matter. You may also grant your proxy to vote through the Internet (see the instructions on the proxy card), or by returning a signed, dated and marked proxy card in the enclosed self-addressed, stamped envelope. Proxies that are sent to us and not voted in person at the SpecialAnnual Meeting must be received by us at least one day prior to the SpecialAnnual Meeting date, being [   ], 2015.December 10, 2015 no later than 4:00 p.m. PST, in order to ensure that the votes will be counted.

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For Beneficial Owners

If, on February 9,October 15, 2015, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held "in street name," and these proxy materials are being forwarded to you by your broker, bank or other nominee holder (referred to herein as "broker"). It is the broker who is considered the stockholder of record for purposes of voting at the SpecialAnnual Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares, and you may attend the SpecialAnnual Meeting. If your shares are held in street name, you will receive instructions from your broker that must be followed in order for the broker to vote the shares per your instructions.If you desire to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from your broker, trustee or other nominee that holds your shares giving you the right to vote the shares in person at the Annual Meeting.

Under stock market rules currently in effect, brokerage firms and nominees have the authority to vote their customers' unvoted shares on certain "routine" matters if the customers have not furnished voting instructions within a specified period prior to the SpecialAnnual Meeting. However, the Share Issuance Proposal to be voted upon at the Special Meeting is not considered a "routine" matter, and hence brokerage firms and nominees will not be able to vote the shares of customers from whom they have not received voting instructions.If your shares are held in street name, you must instruct your broker how to vote your shares or, on the substantive matters to come before the SpecialAnnual Meeting, your shares will not be voted. Broker non-votes occur when shares held by a broker are not voted with respect to a proposal because (i) the broker has not received voting instructions from the beneficial owner of the shares and (ii) the broker lacks the authority to vote the shares at the broker's discretion. Broker non-votes will be counted as shares present and entitled to vote for the purposes of determining the presence of a quorum on each of the proposals to be voted on at the SpecialAnnual Meeting. Proxies that are sent to us and not voted in person at the SpecialAnnual Meeting must be received by us at least one day prior to the SpecialAnnual Meeting date, being [   ], 2015.December 10, 2015, no later than 4:00 p.m. PST, in order to ensure that the votes will be counted. If you have voted prior to the SpecialAnnual Meeting but choose to attend the meetingAnnual Meeting and change your vote, you must follow the instructions in the next question.

How may your brokerage firm or other intermediary vote your shares if you fail to provide timely directions?Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole "routine" matter: the proposal to ratify the appointment of Crowe Horwath LLP (Proposal No. 3). Your broker will not have discretion to vote on the following

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"non-routine" matters absent direction from you: the election of directors (Proposal No. 1), the proposal to increase the size of the Amended and Restated 2009 Equity Incentive Plan (Proposal No. 2) and the advisory vote on our executive compensation (Proposal No. 4).

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

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

How will your shares be voted if you submit a proxy and do not make specific choices? If you sign and return your proxy card but do not give any voting instructions, your shares will be voted in favor of the Share Issuanceelection of each of the director nominees listed in Proposal No. 1, in favor of the amendment of our Amended and Restated 2009 Equity Incentive Plan (the "2009 Plan"), which is Proposal No. 2, and in accordancefavor of the ratification of the appointment of our independent registered public accounting firm, which is Proposal No. 3, to approve, on an advisory basis, the compensation of our named executive officers, which is Proposal No. 4, and with respect to any other matters properly brought before the discretion ofAnnual Meeting, as directed by the proxy holders upon such other business as may properly come before the Special Meetingin his or any adjournment or postponement thereof.

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

What proposals will be voted on at the SpecialAnnual Meeting?At the SpecialAnnual Meeting, stockholders will be asked to vote on only one proposal: A proposal to approve the issuance of the Company's common stock potentially issuable pursuant to the terms of Debentures and Warrants, which securities were previously issued in a private placement. We refer to this proposal as the "Share Issuance Proposal." We are not seeking approval of the Acquisition or the Financing Transactions.on:

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●	A proposal to approve of the amendment of the 2009 Equity Incentive Plan in order to increase the total number of shares under the Amended and Restated 2009 Plan from 1,700,000 shares to 2,450,000 shares (an increase of 750,000 shares);
●	A request to ratify the appointment of Crowe Horwath LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2016;
●	A proposal to approve, on an advisory basis, the compensation of our named executive officers; and
●	Any other business that may properly come before the Annual Meeting.

What is the voting requirement to approve each of the Share Issuance Proposal,proposals, and how does the Board of Directors recommend that you vote?

What happens if additional matters are presented at the Annual Meeting?If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a majoritymotion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the shares present, represented and entitledproxyholders will have discretion to vote excluding abstentions, on the proposal is required to approve this proposal (assuming a quorum is presentthose matters in person or by proxy). If you vote to abstain, or if you fail to vote or fail to instruct your bank, broker, custodian oraccordance with their best judgment. We do not currently anticipate that any other record holder how to vote, it will have no effect on the voting outcome of this proposal. You may vote either "FOR," "AGAINST" or "ABSTAIN." The Board of Directors recommends that you vote your shares "FOR" the Share Issuance Proposal.

Why are we asking you to approve the Share Issuance Proposal?NASDAQ Listing Rule 5635(a) states: "Shareholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if: (1) where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash: . . . the number of shares of common stock to be issued is ormatters will be equal to or in excess of 20% ofraised at the number of shares of common stock outstanding before the issuance of the stock or securities." Although we are not seeking stockholder approval of the Acquisition because the consideration therefor was cash and a secured promissory note rather than securities, because the net proceeds from the Debenture Financing and the Shares Private Placement were used to fund the cash portion of the Acquisition, we must comply with the stockholder approval requirement of Listing Rule 5635(a)(1).Annual Meeting.

In addition, NASDAQ Listing Rule 5635(d) requires that we obtain stockholder approval prior to the issuance of the Company's common stock in connection with certain non- public offerings involving the sale, issuance or potential issuance by us of our common stock equal to 20% or more of our common stock outstanding before the issuance, if the price per share is less than the greater of book value or market on the date of pricing. If the Debentures are fully converted and the Warrants are fully exercised, we will issue more than 20% of the number of shares we had outstanding on December 30, 2014, the date on which the definitive transaction documents were executed. Although the initial conversion price of the Debentures and initial exercise price of the Warrants were both fixed at $5.00, which exceeded the greater of book value and market value of our common stock on December 31, 2014, we could, potentially, issue shares pursuant to the Debentures and/or Warrants at lower prices if there is a decrease in the conversion price and/or warrant exercise price below that level or if, in the unlikely event we were to make interest payments or redemptions in shares at then-current stock prices, which could be less than the greater of book value or market on December 30, 2014. In addition, we contractually agreed to seek stockholder approval in connection with the sale of the Debentures and Warrants.

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What constitutes a quorum?A quorum is the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock (as calculated on February 9,October 15, 2015). That means that proxies for at least 6,480,7386,741,466 shares of common stock must be present at the SpecialAnnual Meeting in order to have a quorum and enable us to conduct the SpecialAnnual Meeting.

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

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

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

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

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

Are any of the Company's officers and directors interested in matters to be acted upon? Our officers and directors are eligible to participate in our 2009 Plan, along with other employees and consultants. Other than their eligibility to potentially receive future grants or awards under the amended 2009 Plan and the nominees' interest in the election of directors, our officers and directors do not have any interest in the matters to be acted upon at the SpecialAnnual Meeting.

Who is soliciting votes and who will bear the cost for this proxy solicitation? We are soliciting the votes and will bear all expenses of soliciting proxies. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable out-of-pocket expenses in forwarding solicitation material to such beneficial owners. Some of our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. In addition,Although we have engaged Georgeson, Inc.currently do not expect to assistdo so, we may engage the services of a professional proxy solicitation firm to aid in obtainingthe solicitation of proxies by mail, facsimile or email from brokerage firms, banks, broker-dealers orcertain brokers, bank nominees and other similar organizations representing beneficial owners of sharesinstitutional owners. Our costs for this Special Meeting. We have agreed to a fee of approximately $20,000, plus out-of-pocket expenses. Georgeson Inc. maysuch services, if retained, will not be contacted at (888) 624-7035.material.

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

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

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How may you access our proxy materials and Annual Report on Form 10-K over the Internet?You may access this proxy statement and the Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (the "2015 Annual Report") under "2015 Annual Report and Proxy" on the Investors page of our website at www.swseedco.com by clickingwww.swseedco.com. The 2015 Annual Report is not incorporated into this proxy statement and is not considered proxy soliciting material.

How may you obtain copies of the exhibits to the 2015 Annual Report? A copy of the 2015 Annual Report is enclosed with this proxy statement, but we have not included the exhibits to the 2015 Annual Report. The 2015 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 Matthew K. Szot, Chief Financial Officer, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, telephone (559) 884-2535, e-mail mszot@swseedco.com. Our 2015 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 "[   ] 2015 Special Meeting."our website atwww.swseedco.com/investors.

May the 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. Accordingly, if we do not have sufficient votes for a quorum or to approve the Share Issuance Proposal, it our intention to make an announcement at the Special Meeting of a new date for an adjourned or postponed meeting that is within the 60-day period permitted under Nevada law. Thereafter, if required, the S&W Board will fix a new record date and a new meeting date.

What is the mailing address for S&W Seed Company's principal executive offices? As of March 1, 2015, our newOur principal executive offices and our mailing address is 7108 North Fresno Street, Suite 380, Fresno, CA 93720. Any written requests for additional information, copies of these proxy materials or our Annual Report on Form 10-K for the fiscal year ended June 30, 2014,2015, notices of stockholder proposals, recommendations for candidates to the boardBoard of directors,Directors, communications to the boardBoard of directorsDirectors or any other communications should be sent to this address.

Will S&W Seed Company's auditors beMay I propose actions for consideration at next year's annual meeting of stockholders or nominate individuals to serve as directors?You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the Special Meeting? Our auditors are M&K CPAS, PLLC. Representativesrequirements of M&K are not expectedthe proxy rules established by the SEC and our bylaws, as applicable. In order for a stockholder proposal to be present at the Specialincluded in our proxy statement and form of proxy for our 2016 Annual Meeting and accordingly, will not make any statement nor will there be an opportunity to ask questions of a representative of M&K.

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements containedStockholders under rules set forth in this prospectus that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the proposal must be received by us no later than July 5, 2016. All proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to our Secretary by mail at 7108 North Fresno Street, Suite 380, Fresno, CA 93720. If you intend to submit a proposal that is not intended to be included in our proxy statement, or a nomination for director for our 2016 Annual Meeting of Stockholders, you must give us notice in accordance with the requirements set forth in our bylaws not more than 120 days or less than 90 days prior to the one year anniversary of the date of this year's Annual Meeting, meaning between August 13, 2016 and September 12, 2016. If the date of the 2016 Annual Meeting is more than 30 days before or more than 60 days after the anniversary date of our 2015 Annual Meeting, notice by the stockholder must be received no earlier than 120 days prior to the 2016 Annual Meeting and no later than the later of (i) the 90th day prior to the date of the 2016 Annual Meeting or (ii) the 10th day following the date on which public announcement of the date of the 2016 Annual Meeting is first made by us. Our bylaws require that certain information and acknowledgments with respect to the proposal or the nominee and the stockholder making the proposal or nomination be set forth in the notice. Our bylaws have been publicly filed with the SEC and can also be provided upon request, addressed to our Secretary, as noted above.

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BOARD OF DIRECTORS MEETINGS AND COMMITTEES

General

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

Members of the Board of Directors monitor and evaluate our business performance through regular communication with our chief executive officer and other members of management, and by attending board meetings and board committee meetings. The Board is currently composed of ten members: Glen D. Bornt, Michael (Mick) M. Fleming, Mark S. Grewal, Mark J. Harvey, Alexander C. Matina, Michael N. Nordstrom, Charles (Chip) B. Seidler, William S. Smith, Grover T. Wickersham and Mark Wong.

Our Articles of Incorporation provide that the number of members of the Board of Directors may be set by the Board within the range of three to ten. The Board fixed its number at nine members, effective as of the date of the Annual Meeting. That number may be changed by further resolution of the Board or by an amendment to the Bylaws approved by the stockholders or the Board.

In preparation for our Annual Meeting, our Nominating and Governance Committee proposed, and our Board of Directors as a whole agreed, that it would be advisable to begin reducing the size of our Board of Directors in order to allow the board to carry out its responsibilities more efficiently and to reduce costs. As a result, the slate of nominees for this Annual Meeting has been reduced to nine. Mr. Nordstrom has agreed to not stand for re-election at the Annual Meeting in order to begin the phase-in of the board reduction process. Mr. Nordstrom, who has previously served on our board, is Chairman of the Board of our Australian subsidiaries, Seed Genetics International Pty Ltd and S&W Seed Australia Pty Ltd. He will continue to serve in those capacities and will be granted observer status at our board meetings. The Nominating and Governance Committee, and the Board as a whole, will continue to evaluate the size and composition of the Board. A further reduction in the size of the Board to at least eight is expected to occur in connection with the 2016 annual meeting.

Our directors are elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation. Mr. Nordstrom's term as a director will expire immediately following this year's Annual Meeting.

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's Annual Meeting is an uncontested election and thus the majority voting standard applies.

To be elected in an uncontested election, a director must receive the affirmative vote of a majority of the votes cast with respect to the director's election. This means that a director will be elected if the number of votes cast for that

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

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

Our Board has determined that Messrs. Fleming, Matina, Seidler, Smith, Wickersham and Wong, representing six of the nine directors standing for reelection, are "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Capital Market ("Nasdaq"). AllThere are no family relationships between any director and executive officer.

The Board proposes that the nine director-nominees named in the following summary be elected as our directors, each to hold office until the 2016 Annual Meeting of Stockholders and until their successors are elected and qualified or their earlier resignation or removal.

Information Regarding the Nominees

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

Glen D. Bornt (Age 57)
President, Imperial Valley Milling Co.

Mr. Bornt was elected to our Board in December 2012. Since 1987, he has been the President of Imperial Valley Milling Co., where he serves as chief executive officer and on-site manager. Concurrently, since September 2007, he also has served as Vice President of Imperial Valley Seeds, Inc. Mr. Bornt earned a BS degree in Agriculture Management from California Polytechnic State University, San Luis Obispo. The Nominating and Governance Committee and the Board of Directors believes 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.

Michael M. Fleming (Age 66)
Member, Ryan, Swanson & Cleveland, PLLC

Mr. Fleming was elected to our Board in October 2009. In January 2014, after spending fourteen years as an attorney for Lane Powell PC, Mr. Fleming joined Ryan, Swanson & Cleveland, PLLC in Seattle, Washington, and is specializing in real estate, dispute resolution, securities and environmental matters. He has also been the president and owner of Kidcentre, Inc., a company in the business of providing child care services in Seattle, since July 1988. Since April 1985, he has also been the president and owner of Fleming Investment Co., an investment company. Since 1997, he has served as a director, serving as chairman of the board since October 2012 of Jones Soda Co., a developer, marketer, producer and distributor of premium beverages, located in Seattle. For the last five years, he has served on the Audit Committee of Jones Soda. Mr. Fleming holds a Bachelor of Arts degree from University of Washington and a law degree from the University of

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California, Hastings College of the Law. Mr. Fleming has served on the Board of Directors of Big Brothers and Big Sisters of Puget Sound since 2002 and was Chairman of the Board of Directors for 2008/2009. He was elected in 2013 to serve as Trustee of the Board of University of California, Hastings College of the Law. The Nominating and Governance Committee and the Board of Directors believe that Mr. Fleming should be re-elected to the Board because of his experience as president and owner of other businesses, his service on other boards and his legal background, all of which contribute legal and business expertise.

Mark S. Grewal (Age 59)
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 Boswell, he managed over 300 employees. Mr. Grewal is Chairman of the Plant Science Advisory Council of California State University and a member of the Leadership Committee of California State University, Fresno. Mr. Grewal earned a B.S. in Agronomy from California State University, Fresno, and an M.A. in Leadership from Saint Mary's College, Moraga, California. He is also a graduate of the California Agricultural Leadership Program (Class 28). The Nominating and Governance Committee and the Board of Directors believe that Mr. Grewal should be re-elected to the Board because his many years of experience working in various positions at major agricultural firms in the Central Valley, which, combined with his status as our Chief Executive Officer, contribute to both his invaluable insights and strategic thinking relevant to our business, as well provide numerous contacts in the farming community, all of which are of great benefit to our board and our company.

Mark J. Harvey (Age 60)
Chairman of the Board, S&W Seed Company

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

Alexander C. Matina (Age 39)
Vice President, Investments, MFP Investors, LLC

Mr. Matina has served on the Board of Directors since May 2015, having been appointed by the Board to fill a vacancy. 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

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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 also has served as Chairman of the Board of Trinity Place Holdings, Inc., a publicly traded real estate company, and since August 2007, Mr. Matina has served as an adjunct professor of financial modeling at Fordham University. Mr. Matina brings a strong finance background to our company's Board, including experience with private equity, as well as his experience in other public companies For these reasons, the Nominating and Governance Committee and the Board of Directors believe that Mr. Matina should be re-elected to the Board.

Charles B. Seidler (Age 38)
Executive Director, Nomura Securities

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

William S. Smith (Age 65)
President and Founder, Wm Smith & Co.

Mr. Smith was elected to our Board in July 2014. Mr. Smith has served as President of Wm Smith & Co., a FINRA registered broker-dealer and institutional research firm founded by him, since 1992. Prior to joining the securities industry, Mr. Smith held positions of increasing responsibility within the energy exploration sector, including his service as the president and a board member of Sheffield Exploration Company, Inc. from 1983 to 1986. Mr. Smith holds a B.A. from the University of Northern Iowa. In 1999, Mr. Smith was appointed by Governor Bill Owens to the Colorado Commission on Science and Technology. From 1995 to 2012, Mr. Smith served as a board member of the University of Northern Iowa Foundation. Because of Mr. Smith's extensive business background, he brings to our Board a level of professionalism and perspective that we believe is invaluable. Accordingly, the Nominating and Governance Committee and the Board of Directors believe that Mr. Smith should be re-elected to the Board.

Grover T. Wickersham (Age 66)
Vice Chairman of the Board, S&W Seed Company

Mr. Wickersham is a founder of the Company and served as Chairman of the Board from incorporation in October 2009 until December 2014, when he stepped down to become Vice Chairman. Mr. Wickersham is a director and portfolio advisor of Glenbrook Capital Management, the general partner of a limited partnership that invests primarily in the securities of public companies. Between October 2007 and December 2012, Mr. Wickersham served in various capacities on behalf of Triangle T Partners, LLC and its predecessor, Triangle T Ranch, Inc., a 12,500 acre farm in California's Central Valley. For more than five years, Mr. Wickersham has served as the Chairman of the Board of Trustees of Purisima Fund, a mutual fund advised by Fisher Investments of Woodside, California, which fund has assets under management of approximately $375 million. Between 1976 and 1981, Mr. Wickersham served as a Staff Attorney, and then as a Branch Chief, of the U.S. Securities and Exchange Commission. He holds an A.B. from the University of California at Berkeley, an M.B.A. from Harvard Business School and a J.D. from University of California, Hastings College of the Law. In addition to sitting on our Board, Mr. Wickersham serves on the Board of Verseon Corporation, an AIM-listed technology-based pharmaceutical company. In addition he is a director of Arbor Vita Corporation, a private company that has developed technology for application in early

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detection of certain cancers and is a member of the Board of Trustees of the University of California, Hastings College of the Law. The Nominating and Governance Committee and the Board of Directors believe that Mr. Wickersham should be re-elected to the Board because of his experience and knowledge of corporate finance and legal matters, his experience and knowledge of operational matters gained as a past and present director of other public and private companies, and his knowledge of our company, its markets and operations developed over his tenure as Chairman and a director of the Company.

Mark Wong (Age 66)
Chairman, American Dairy Co.

Mark Wong was elected to our Board in December 2014. He has more than 35 years of experience in agribusiness with particular expertise in technology integration and commercialization. Since January 2012, Mr. Wong has served as Chairman of American Dairy Co., Ponte Vedra, Florida, the owner and operator of dairies in the southeast and south central United States. Since 2008, he has been Chairman of the Board or chief executive officer of Agrivida, a 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. Formerly, he was founder and chief operating officer, from 1999 to 2006, of Emergent Genetics, Inc., an international seed biotech company and, from 2009 to the present, he is a founder and partner at Colorado Financial Holdings, a private venture investment and investment bank that specializes in the agricultural, energy and biotechnology sectors. He also has previous founding and management experience in these areas, including, from 1987 to 1992, Agracetus (CEO), a plant biotechnology company; from 1979 to 1987, Agrigenetics (Founder and COO), a seed and biotechnology company; from 1990 to 1999, Big Stone Partners (Partner), an agribusiness consulting firm, and, from 2009 to 2014, BioFuel Energy Corp. (Chairman), a corn ethanol company. Mr. Wong also serves on the boards of Arcadia Biosciences, Inc., Biotechnology Industry Organization and Anuvia Plant Nutrients. Mr. Wong holds a B.S. in Chemical Engineering from Lehigh University and an M.B.A. from The Wharton School of Finance. Mr. Wong's experience includes operations management, technology assessment, business acquisition and divestiture, and international business, and, as a result, the Nominating and Governance Committee and the Board of Directors believe that Mr. Wong should be re-elected to the Board.

Committees of the Board of Directors

The Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. With respect to the Audit Committee, the Committee delegated to its Chairman the responsibility of meeting with our auditors and chief financial officer in connection with the quarterly reviews of the financial statements and filing of our Quarterly Reports on Form 10-Q. Mr. Fleming fulfilled that responsibility on three occasions during the fiscal year, and the full committee met with our auditors in connection with the completion of the audit of our financial statements and related matters. The 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 2015 for each of the committees:

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_______

Audit Committee

As of October 20, 2015, the members of the Audit Committee are Messrs. Fleming, Matina, Seidler and Smith. Mr. Fleming serves as chairman of the committee.

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

The Audit Committee is responsible for, among other thanthings:

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

The Audit Committee Report is included in this proxy statement on page 49.

Compensation Committee

As of October 20, 2015, the members of the Compensation Committee are statementsMessrs. Fleming, Matina, Nordstrom and Wong. Mr. Fleming serves as chairman of the committee. Under Nevada law, persons who are not directors are permitted to serve on board committees, and accordingly, Mr. Nordstrom, who is not standing for reelection may still serve on the Compensation Committee following the Annual Meeting.

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Our Board of Directors has determined that could be deemed forward-looking statements,each member of our Compensation Committee meets the requirements for independence under the current Nasdaq rules, the non-employee director definition of Rule 16b-3 promulgated under the Exchange Act and the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The Compensation Committee is responsible for, among other things:

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

Nominating and Governance Committee

As of October 20, 2015, the members of the Nominating and Governance Committee are Messrs. Seidler, Wickersham and Wong. Mr. Seidler serves as chairman of the committee. Our Board of Directors has determined that each member of our Nominating and Governance Committee meets the requirements for independence under the current rules of the SEC and Nasdaq.

The goal of the Nominating and Governance Committee is to ensure that the members of our Board of Directors have a variety of perspectives and skills derived from high- quality business and professional experience. The Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and capability on our Board of Directors. To this end, the committee seeks nominees with high professional and personal integrity, an understanding of our business lines and industry, diversity of business experience and expertise, broad-based business acumen and the ability to think strategically. Although neither we nor our Nominating and Governance Committee has a formal policy about diversity in the nominee selection process, our Nominating and Governance Committee charter states that the committee's goal is to develop a diverse and experienced board. In the context of the existing composition and needs of the board and its committees, the Nominating and Governance Committee considers various factors, including, but not limited to, any projections of revenue, margins, expenses, tax provisions, earnings, cash flowsindependence, age, diversity (which, in this context, means race, ethnicity and gender), integrity, skills, financial and other financial items;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 statementsparticular minimum criteria for nominees. After its evaluation of potential nominees, the committee submits nominees to the Board of Directors for approval. When appropriate, the Nominating and Governance Committee may in the future retain executive recruitment firms to assist in identifying suitable candidates but has not done so in connection with this Annual Meeting.

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

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●	ensuring that our Board of Directors is properly constituted to meet its fiduciary obligations to us and our stockholders and that we follow appropriate governance standards;
●	developing principles of corporate governance and recommending them to our Board of Directors;
●	overseeing compliance by our Board of Directors and its committees with applicable laws and regulations, including those promulgated by the rules of the SEC and Nasdaq; and
●	overseeing the evaluation of our Board of Directors and recommending compensation of Board members.

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

In addition to the candidates proposed by our Board of management for future operations; any statements regarding our ability to raise capital in the future; any statements concerning expected development, performanceDirectors or market acceptance relating to our products or services or our ability to expand our grower or customer bases; any statements regarding future economic conditions or performance; any statements of expectation or belief; any statements regarding our ability to retain key employees; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are often identified by the useNominating 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 "May I propose actions for consideration at next year's annual meeting of words suchstockholders or nominate individuals to serve as but not limiteddirectors?" 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.

Executive Committee

In December 2014, the Board established a special committee for the purpose of aiding Mr. Harvey in conducting and better managing the day to "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "will," "plan," "project," "seek," "should," "target," "will," "would,"day operations of the business. The current members of the Executive Committee are Messrs. Bornt, Harvey and similar expressionsNordstrom, chosen because of their extensive personal experience in agricultural operations and the seed business. Mr. Harvey chairs the Executive Committee, which. serves at the pleasure of the Board and the chairman. There are no scheduled meetings, no minutes taken and no additional compensation for service. On average, the committee met one to two times per month, as needed to address specific operational issues, consider material contracts proposed by management or variations intended to identify forward-looking statements.monitor activities in seed production or seed sales. The committee reports to the board at quarterly board meetings or on an interim basis as necessary.

Board Independence

Our Board of Directors is predominantly independent. Of our nine continuing directors, only one is an employee. We have based these forward-looking statements onaffirmatively determined that six of our nine directors who are standing for reelection, namely Messrs. Fleming, Matina, Seidler, Smith, Wickersham and Wong, representing a majority of our current expectations about future events. Such forward-looking statementsdirectors, are subject"independent directors" as defined under the rules of the SEC and Nasdaq.

Executive Sessions of Independent Directors

In order to risks, uncertaintiespromote open discussion among independent directors, our Board of Directors has a policy of conducting executive sessions of the independent directors. The board periodically holds regular executive sessions of the independent directors. These directors may designate one of their number to preside at each session, although it need not be the same director at each session. Regardless of the fact that these executive sessions are required by Nasdaq, we believe they are important vehicles to encourage open communication. Whether a presiding director is selected for each session or not, one among the directors present is designated to communicate the results of each such meeting to the full board.

Board Meetings and Attendance

The Board held nine meetings during fiscal year 2015 (with three meetings each held over a two-day period, for a total of 12 meeting days) and took action by unanimous written consent on one other important factors that could cause actual resultsoccasion. Each director attended at least 75% of the aggregate number of meetings of our Board and the timing of certain events to differ materially from future results expressed or implied bycommittees on which such forward- looking statements. Risks, uncertainties and assumptions include the following:director served during fiscal year 2015.

• whether we are successful in securing sufficient acreage to support the growth of our alfalfa seed business,
• the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;
• trends and other factors affecting our financial condition or results of operations from period to period;
• the impact of crop disease, severe weather conditions, such as flooding, or natural disasters, such as earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;

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• the availabilityBoard Attendance at Annual Stockholder Meetings

  Our Board members are strongly encouraged to attend each annual meeting of sufficient labor during peak growing and harvesting seasons;

• the impact of pricing of other crops that may be influence what crops our growers elect to plant;
• our plans for expansionstockholders. All of our business (including through acquisitions)then-current directors who were standing for reelection and our abilitythe one new director nominee attended the 2014 Annual Meeting.

  Board Leadership

  The Board does not have a formal policy on whether or not the roles of Chairman of the Board and Chief Executive Officer should be separate and, if they are to successfully integrate acquisitions into our operations;

• be separate, whether we are successful in aligning expense levelsthe Chairman of the Board should be selected from the non-employee directors or be an employee. The Board believes that it should be free to revenue changes;
• whether we are successful in monetizing our stevia business;
• the cost and other implications of pending or future legislation or court decisions and pending or future accounting pronouncements; and
• other risks that are described herein including but not limited to the items discussed in "Risk Factors" below, and that are otherwise described or updatedmake a choice from time to time in any manner that is in the best interests of our Commission reports, includingcompany and our Registration Statement on Form S-3 filed on January 30, 2015stockholders. Currently, we separate the role of Chairman and any amendments or supplements thereto, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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

INFORMATION ABOUT THE DUPONT PIONEER ALFALFA BUSINESS AND RELATED REQUIRED INFORMATION

DESCRIPTION OF THE PIONEER ALFALFA BUSINESS

Overview

Pioneer Hi-Bred International, Inc. ("DuPont Pioneer") is a subsidiary of E. I. de Nemours & Company. In our December 31, 2014 acquisition, we purchased from DuPont Pioneer alfalfa seed research and production assets, which we refer to hereinChief Executive Officer, with Mr. Harvey serving as the "DuPont Pioneer Alfalfa Business." We did not acquire any of DuPont Pioneer's salesChairman and distribution assets or rightsMr. Grewal serving as Chief Executive Officer. The Board believes that this separation is presently appropriate as it allows the Chief Executive Officer to focus primarily on leading the DuPont Pioneer brand. Following the Acquisition, DuPont Pioneer continues its ongoing business, including sales of DuPont Pioneer-branded alfalfa seed through its sales representative and dealer network. DuPont Pioneer will purchase alfalfa seed from us under a long-term distribution agreement discussed below. See "The Acquisition." Except where the context implies to the contrary, the following narrative describes the DuPont Pioneer Alfalfa Business that we operate following the Acquisition and not the ongoing alfalfaday-to-day operations of DuPont Pioneer since the dateCompany, while the Chairman can focus on leading the Board in its consideration of strategic issues and monitoring corporate governance and other stockholder issues.

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

DuPont Pioneer's dormant alfalfa seedOur Chairman is well suited for areas where winter hardiness is required and is bred to help meet growers' needs in specific geographies for disease and pest resistance, forage quality and yield. To maintain its leadership each year, DuPont Pioneer historically introduced (on average) two to three new alfalfa varieties toselected by a majority of the market, with approximately 20 varieties offeredBoard of Directors. The Chairman may be replaced at any one time.time by a vote of a majority of the Board of Directors then serving; provided, however, that the Chairman may not be removed as a director of the Company except in accordance with the Nevada Revised Statutes, our bylaws, and other applicable law.

In fiscal 2015, our independent directors designated Michael M. Fleming to continue to serve as Lead Director. The Lead Director has specifically enumerated duties and responsibilities, which include:

The DuPont Pioneer Alfalfa Business primarily conducts its breeding program at a researchlead director has specifically enumerated duties and development facility in Arlington, Wisconsin and its seed processing at a facility in Nampa, Idaho. The DuPont Pioneer Alfalfa Business contracts with growers to produce seed in western growing areas in the United States and Canada.responsibilities, which include:

Products and Technologies

The primary focus of the breeding program of the DuPont Pioneer Alfalfa Business is to provide alfalfa seed of thoroughly tested, stable and hardy varieties for growers in North America. These same varieties are also sold in other areas of the world. DuPont Pioneer breeders historically have focused on producing "muscle"

●	advising and consulting with the Chairman regarding the information, agendas and schedules of Board and Board Committee meetings;
●	advising the Chairman as to the quality, quantity and timeliness of the information submitted by management to the independent directors;
●	recommending to the Board and the Board Committees the retention of advisers and consultants to report directly to the Board;
●	calling meetings of the independent directors, as appropriate, and serving as chairman of such meetings;
●	serving as principal liaison between the independent directors and the Chairman and between the independent directors and senior management;
●	ensuring that independent directors have adequate opportunities to meet and discuss issues in sessions of the independent directors without management being present;
●	communicating to management, as appropriate, the results of private discussions among independent directors; and
●	responding directly to stockholder and other stakeholder questions and comments that are directed to the lead independent director or to the independent directors as a group.

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characteristics - high yield, winter-hardinessBoard Risk Oversight

Our Board of Directors, as a whole and reliability - which are the characteristics that matter most tothrough its customers. In addition, DuPont Pioneercommittees, has bred for customers' alfalfa needs in specific geographies and end markets including disease and pest resistance, high forage quality, improved standability and delayed harvest windows. Since we expect to be the principal supplier of DuPont Pioneer's alfalfa seed requirementsresponsibility for the foreseeable future, we plan to continueoversight of risk management. With the breeding program substantially as it has been operated by DuPont Pioneer, with a focus on addressing customers' needs in specific growing regions and customer requestsoversight of our full Board of Directors, our senior management are responsible for the inclusionday-to-day management of specific plant characteristics.

DuPont Pioneer also incorporated certain genetically modified organism (GMO) intothe material risks we face. In its germplasmoversight role, our Board of Directors has the responsibility to satisfy grower demanditself that the risk management processes designed and implemented by management are adequate and functioning as designed. This involvement of the Board of Directors in setting our business strategy is a key part of its oversight of risk management, its assessment of management's appetite for the highestrisk and its determination of what constitutes an appropriate level of genetics. The integrationrisk for us. Additionally, our Board of these traits allowed DuPont PioneerDirectors regularly receives updates from senior management and outside advisors regarding certain risks we face, including various operating risks. Our senior management attends meetings of our Board of Directors, and each committee meets with key management personnel and representatives of outside advisors as necessary. Additionally, senior management makes itself available to offeraddress any questions or concerns raised by the board on risk management and any other matters.

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

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

Communications with the Board of Directors

Stockholders and interested parties who wish to contact our Board of Directors, our Chairman, any other individual director, or the non-management or independent directors as a selectiongroup, are welcome to do so in writing, addressed to such person(s) in care of varietiesour Corporate Secretary. E-mail correspondence of this nature should be sent to meet varying needs across geographies and end markets. We did not acquire DuPont Pioneer's GMO alfalfa germplasm or related assets in the Acquisition. However, we are providing DuPont Pioneer with contract research and production services related to certain of its GMO traited alfalfa germplasm and, subject to the satisfaction of certain conditions, we may acquire certain GMO alfalfa germplasm varietiessecretary@swseedco.com, and other related assets from DuPont Pioneer in a subsequent acquisition, which, if the parties agreewritten correspondence should be addressed to proceed and all applicable conditions are satisfied, will close on or before December 29, 2017.

Research and Development

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

Germplasm.High reliability and diversity are key differentiators for DuPont Pioneer's alfalfa varieties. DuPont Pioneer's germplasm has been thoroughly tested over time, in a variety of environments and performs well in third party testing. The DuPont Pioneer Alfalfa Business has developed distinct lines of germplasm to meet a variety of customer needs including `muscle' high-yield performance, leafhopper resistance, root rot resistance, nematode resistance for the West and improved standability. The DuPont Pioneer Alfalfa Business targets germplasm development toward growing regions inS&W Seed Company, 7108 North America where winter-hardiness is required, with high regional emphasis on relevant disease and pest resistance traits. This targeted germplasm development is applicable to international markets with similar climates and growing regions.

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

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

Pipeline.DuPont Pioneer historically introduced new seed varieties that it believed added value for the customer by having a measurable improvement in an agronomic trait that is key to alfalfa production or enhancing the efficiency of production, including yield, disease and pest resistance, forage quality and improved standability. On average, it required approximately six to 14 years to develop an improved seed variety for commercial launch. Once a product is launched, DuPont Pioneer's seed varieties typically have a five to nine year life in the market. Historically, the DuPont Pioneer alfalfa program has advanced approximately two to three new varieties to foundation seed production each year.Fresno Street, Suite 380, Fresno, CA 93720, Attention: Secretary.

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FacilitiesOur Corporate Secretary has undertaken to forward all written stockholder correspondence to the appropriate director(s), except for spam, junk mail, mass mailings, customer complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Secretary will determine, in her discretion, whether any response is necessary and Production

Research Facilities. DuPont Pioneer's alfalfa research scientists who joinedmay forward certain correspondence, such as customer-related inquiries, elsewhere within our company arefor review and possible response. Comments or questions regarding our accounting, internal controls or auditing matters will be referred to the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to the Nominating and Governance Committee. Comments or questions regarding executive compensation will be referred to the Compensation Committee.

Code of Business Conduct and Ethics

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

We will provide our code of ethics in print without charge to any stockholder who makes a facility in Arlington, Wisconsin. The Arlington location is a comprehensive research facility with a total of over 16,000 square feet including almost 8,000 square feet
of greenhouse facilities. Scientists located in Arlington utilize the facility's capabilitieswritten request to: S&W Seed Company, 7108 North Fresno Street, Suite 380, Fresno, CA 93720, Attention: Secretary, or by e-mail to develop products year-round. We acquired the Arlington facility as partsecretary@swseedco.com. Any waivers of the Acquisition.application of, and any amendments to, our code of ethics must be made by our Board of Directors and will be disclosed promptly on our Internet website, www.swseedco.com.

Director Compensation

Overview

Our director compensation programs are designed to provide an appropriate incentive to attract and retain qualified non-employee board members. The Nominating and Governance Committee is responsible for reviewing the equity and cash compensation for directors on an annual basis and making recommendations to the Board, in the event it determines changes are needed. In fiscal 2014, the Committee sought and received input from Frederic W. Cook & Co. regarding compensation of non-employee directors, which was used as one of its resources in setting non-employee director compensation. The compensation structure in fiscal 2015 remained in line with the prior year. The Committee could retain such independent advice in the future.

Director Summary Compensation Table

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

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

Seed Production. The DuPont Pioneer Alfalfa Business utilized a contract grower model to produce alfalfa seed, which is the production model we will continue to employ. The DuPont Pioneer Business contracts acres primarily in Idaho, California, eastern Oregon and Washington as well as other western states and Alberta, Canada. Locations historically were chosen basedfiscal 2015 compensation earned by each person who served on the attractiveness of the growing conditions for intended varieties, including the amount of rain, average temperature and soil types. Typical grower contracts for alfalfa have a term of two years with the DuPont Pioneer Alfalfa Business having an option to extend for an additional year. We acquired existing growers contracts in connection with the Acquisition.

Distribution and Sales

DuPont Pioneer Distribution Channel.The primary distribution channel for DuPont Pioneer's alfalfa seed has been through DuPont Pioneer's sales representatives and dealer network. We did not acquireBoard at any of DuPont Pioneer's sales and distribution assets or rights to the DuPont Pioneer brand in the Acquisition. Following the Acquisition, DuPont Pioneertime during fiscal 2015, other than Mr. Grewal, whose compensation is continuing to sell DuPont Pioneer-branded alfalfa seed through its sales representative and dealer network. Subject to certain exceptions, DuPont Pioneer will purchase alfalfa seed from usdescribed under a long-term distribution agreement discussed below.

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

Intellectual Property

The DuPont Pioneer Alfalfa Business DuPont Pioneer has six U.S. patented plant varieties and four other varieties in the patent application or prosecution process. We acquired these patents and applications as part of the Acquisition.

Regulation

We acquired certain of the DuPont Pioneer Alfalfa Business' Plant Variety Protection, or PVP registrations in the U.S. and international markets as part of the Acquisition. DuPont Pioneer historically submitted varieties to the Association of Official Seed Certifying Agencies, or "AOSCA," for optional certification of products in the United States and required certification for international markets. In order to export seed, DuPont Pioneer followed procedures to grow and package traited seed for sensitive markets, as well as procedures for phytosanitary seed inspections, which procedures we will continue, as necessary for our operation of the DuPont Pioneer Alfalfa Business."Executive Compensation" beginning on page 40.

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		Fees paid in cash ($)(1)			Option Awards ($)(2)			Total ($)
Glen D. Bornt		$  34,750			$10,824			$  45,574
Michael C. Culhane(3)		18,000			-			18,000
Michael M. Fleming		54,000			10,824			64,824
Mark J. Harvey		145,917	(4)		10,824			156,740
Alexander C. Matina(5)		-			-			-
Michael N. Nordstrom(6)		50,000			10,824			60,824
Charles B. Seidler		38,250			10,824			49,074
William S. Smith		38,000			12,490			50,490
Ann Veneman(3)		7,000			-			7,000
Grover T. Wickersham		132,750	(7)		10,824			143,574
Mark Wong		46,000	(8)		10,824			56,824

Legal Proceedings____________

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Shares Issuable to Selling StockholdersAnnual Retainer and Per Meeting Fees for Non-Employee Directors

Directors who are also our employees do not receive any additional compensation for their service on the board. Non-employee directors are paid an annual cash retainer of $20,000. Michael (Mick) M. Fleming, the Chairman of the Audit Committee and the Compensation Committee, as well as serving as lead independent director, is paid an additional $20,000 per year cash retainer for his service in Satisfactionthose capacities. In fiscal 2015, the Chairman of Principalthe Board and Interestthe Vice Chairman of the Board were paid an additional annual stipend of $125,000 and $75,000, respectively, payable monthly.

The following table sets forth the total number of shares of common stock that would be issuedIn addition to the selling stockholders if we redeem all principal and interest under the full $27,000,000 principal amount of Debentures into shares of its common stock in lieu of paying cash on an aggregate basis (and without taking into account the $5,000,000 of principal amount which we anticipate to pay down). The following table assumes that: (a) principal and interest payments are made on the regularly scheduled redemption dates, (b) that no such regularly scheduled redemption payments are accelerated or deferred, (c) that no payments of interest will be made prior to the first redemption date and (d) that the selling stockholders do not convert the Debentures at their election. This table is provided for illustrative purposes only, as it is unlikely that these assumptions will be fully accurate at all relevant times. In addition, in each instance the conversion was calculated on the aggregate principal amount rather than based upon each individual investor's purchase.

Number of Shares Issuable in Satisfaction of the Principal Amount of the Debentures
Based on Various Assumed Conversion Prices for Monthly Redemptionsannual retainer, non-employee directors receive:

Payments to Selling Stockholders and Affiliates

In connection with the Debentures, we are or may be required to make the following payments to the selling stockholders and their affiliates:

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Net Proceeds from Private Placement of Debentures

The following table sets forth the gross proceeds received from the private placement of the Debentures and calculates the net proceeds thereof after deduction of the anticipated payments pursuant to the Debentures and related documents. The net proceeds do not include the payment of any contingent payments, such as liquidated damages or repayment premiums in the case of default or a change of control. The net proceeds assumes that all interest and principal will be paid in cash and that all installment payments are timely made, notwithstanding that we may pay interest and principal in shares of its common stock under specified circumstances, as described above. The interest amount reflected below assumes that all redemption payments are made when due without any event of default, and the table assumes that none of the Debentures are converted or prepaid prior to maturity. Based on the foregoing assumptions, the net proceeds represent approximately 82.91% of the gross proceeds.

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

As discussed above, we used the proceeds from the sale of the Debentures primarily for the acquisition of certain alfalfa-related assets of DuPont Pioneer. The following table summarizes the potential proceeds we received pursuant to the Securities Purchase Agreement, the Debentures and the Warrants. For purposes of this table, we have assumed that the selling stockholders will exercise all of the Warrants on a cash basis. We have also assumed that the Debentures will be held by the selling stockholders through the maturity date thereof.

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Other Information Related to the Debenture Private Placement

Registration Rights

Under the terms of a registration rights agreement that we entered into in connection with the private placement of the Debentures, Warrants and shares of common stock described above, we are required to register for resale the shares of common stock that are issuable upon conversion of the Debentures and additional shares that could be used as payment of monthly interest (both based on a conversion price that is a 25% discount to the actual initial conversion price) and exercise of the Warrants (plus an additional 30% in excess of the number of shares issuable upon conversion and exercise of the Debentures and Warrants, respectively) as well as the common stock sold in the private placement. The registration rights agreement contains deadlines we must meet to ensure that we are using our reasonable best efforts to cause the registration statement to be declared effective as soon as possible, including a requirement that we file the registration statement by January 31, 2015. We met that deadline by filing a resale registration statement with the SEC on January 30, 2015. The registration rights agreement provides for the payment of partial liquidated damages of 1% of the principal amount of the Debentures on the date of the Company's failure and on every thirty day anniversary of such failure (pro-rated for partial months), until such failure is cured. Such failures includes our failure to meet certain specified deadlines, including initial filing, maintain the effectiveness of the registration statement subject to certain limited grace periods, respond to comments of the Staff within a specified period of time and requesting acceleration within a specified time after being advised by the Staff of the ability to do so; however, the registration rights agreement does not include liquidated damages for our failure to timely have the registration statement be declared effective. Our registration statement on Form S-3 was declared effective by the SEC on February 20, 2015.