Announcement • Jul 15

S&W Seed Company Announces Voluntary Delisting from Nasdaq and Intends to Deregister Its Common Stock with the SEC

On July 8, 2025, the Board of Directors (the “Board”) of S&W Seed Company (the “Company”) approved the voluntary delisting of the Company’s common stock from The Nasdaq Capital Market and the subsequent voluntary deregistration of the Company’s common stock with the U.S. Securities and Exchange Commission (the “SEC”) in order to terminate and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, on July 14, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intent to file a Form 25 with the SEC relating to the delisting of the Company’s common stock on or about July 24, 2025, and anticipates that the delisting of its common stock will become effective 10 days after the Form 25 filing. The Board made the decision to pursue delisting and deregistration of the Company’s common stock following its review and careful consideration of several factors, including, but not limited to, the Company’s likely future non-compliance with the continued listing requirements of Nasdaq that would inevitably result in delisting of the Company’s common stock by Nasdaq, as well as the required personnel resources, high costs and regulatory burdens relating to ongoing Nasdaq and SEC reporting requirements, particularly in light of the Company’s previously disclosed events of default under certain of its credit facilities and termination of employees as described in its Current Report on Form 8-K filed with the SEC on June 23, 2025. Following the effectiveness of the Form 25, the Company also intends to file a Form 15 with the SEC on or about August 4, 2025 to suspend the Company’s reporting obligations under Section 15(d) of the Exchange Act. As a result of the filing of the Form 15, the Company’s obligation to file certain Exchange Act reports and forms with the SEC, including certain Forms 10-K, 10-Q and 8-K, will cease. The Company will generally be relieved of all reporting obligations under the Exchange Act upon the effectiveness of the deregistration. The Company expects that the deregistration of its common stock will become effective 90 days after the filing of the Form 25 with the SEC. On July 14, 2025, the Company issued a press release announcing its decision to voluntarily delist its common stock from The Nasdaq Capital Market and its intent to deregister its common stock with the SEC.

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