December 31, 2012
25552 South Butte Avenue
(Address of Principal Executive Offices Including Zip Code)
(Company's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2012, S&W Seed Company, a Nevada corporation (the "Company"), closed a transaction for the purchase of 182 acres of farmland in Calipatria, California from Imperial Morningstar Land LLC, a Delaware limited liability company. The Company purchased the property as a tenant-in-common with Coast Imperial Partners, a California general partnership, and paid $819,566--an amount equal to fifty percent of the total purchase price plus certain closing costs and fees--for its interest in the property. The closing of the transaction was contingent upon the satisfaction of a feasibility condition with respect the property's intended use, as well as other, customary closing conditions.
For additional information, a copy of the Company's press release dated January 7, 2013 is included herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 7, 2013
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