Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

On September 24, 2012, S&W Seed Company, a Nevada corporation (the "Company"), filed a Current Report on Form 8-K (the "Form 8-K") to report its sale and issuance of 600,000 unregistered shares of the Company's common stock to Riley McCormack pursuant to a Securities Purchase Agreement dated September 20, 2012 (the "Securities Purchase Agreement").

The sole purpose of this Amendment No. 1 to Form 8-K is to file the Securities Purchase Agreement as Exhibit 10.1 to the Form 8- K in accordance with Item 601(b)(10) of Regulation S-K and no other changes are made to the Form 8-K.

(d) Exhibits

Exhibit Description
10.1 Securities Purchase Agreement dated September 20, 2012

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