S&W Seed Company
2101 Ken Pratt Blvd, Suite 201
Longmont, CO 80501
Via Edgar
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:Michael Davis
Laura Crotty
Re:S&W Seed Company (the “Company”)
Registration Statement on Form S-3
Filed: December 17, 2021
File No. 333-261728
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 4:30 p.m. Eastern Time on January 6, 2022 or as soon thereafter as is practicable.
If you have any questions regarding this request, please contact Phil McGill of Cooley LLP at (858) 550-6193.
Very truly yours,
S&W Seed Company
/s/ Elizabeth Horton
Elizabeth Horton
Chief Financial Officer