SEC Comment Letter 0000000000-23-001772 to S&W Seed Co (SANW) (CIK 0001477246)
S&W Seed Co (SANW) (CIK 0001477246)
Date: Feb. 22, 2023 · CIK: 0001477246 · Accession: 0000000000-23-001772
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo February 22, 2023 Elizabeth Horton Chief Financial Officer S&W Seed Co 2101 Ken Pratt Blvd Suite 201 Longmont, CO 80501 Re:S&W Seed Co File No. 1-34719 Form 8-K filed February 7, 2023 Dear Elizabeth Horton: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8-K filed February 7, 2023 Exhibit 99.1 - Pro Forma Consolidated Financial Statements, page 1 1.Please revise the second paragraph in Note 1 to clarify, if true, that Shell received a 66% interest in Vision Bioenergy Oilseed LLC, and S&W received a 34% interest. 2.Please describe for us your intended accounting for the contribution of property to Vision Bioenergy and the basis in GAAP. Tell us how you calculated the amounts of pro forma adjustments (g) and (i). Similarly, please clarify for us how you determined that a gain should be recognized on the S&W Australia transaction disclosed on page 9 of your Form 10-Q. Refer to ASC 323-10-30-2 and related guidance. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Al Pavot at (202) 551-3738 or Terence O'Brien at (202) 551-3355 if you have questions. Sincerely,
FirstName LastNameElizabeth Horton Comapany NameS&W Seed Co February 22, 2023 Page 2 FirstName LastName Elizabeth Horton S&W Seed Co February 22, 2023 Page 2 Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
February 22, 2023
Elizabeth Horton
Chief Financial Officer
S&W Seed Co
2101 Ken Pratt Blvd Suite 201
Longmont, CO 80501
Re:S&W Seed Co
File No. 1-34719
Form 8-K filed February 7, 2023
Dear Elizabeth Horton:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure. Please respond to these comments within ten business days by providing the
requested information or advise us as soon as possible when you will respond. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response. After reviewing your response to these comments, we may have additional comments.
Form 8-K filed February 7, 2023
Exhibit 99.1 - Pro Forma Consolidated Financial Statements, page 1
1.Please revise the second paragraph in Note 1 to clarify, if true, that Shell received a 66%
interest in Vision Bioenergy Oilseed LLC, and S&W received a 34% interest.
2.Please describe for us your intended accounting for the contribution of property to Vision
Bioenergy and the basis in GAAP. Tell us how you calculated the amounts of pro forma
adjustments (g) and (i). Similarly, please clarify for us how you determined that a gain
should be recognized on the S&W Australia transaction disclosed on page 9 of your Form
10-Q. Refer to ASC 323-10-30-2 and related guidance.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. You may contact Al Pavot at (202) 551-3738 or Terence O'Brien at (202)
551-3355 if you have questions.
Sincerely,
FirstName LastNameElizabeth Horton
Comapany NameS&W Seed Co
February 22, 2023 Page 2
FirstName LastName
Elizabeth Horton
S&W Seed Co
February 22, 2023
Page 2
Division of Corporation Finance
Office of Industrial Applications and
Services