Item 1.01.   Entry into a Material Definitive Agreement

On March 12, 2012, S&W Seed Company ("S&W" or the "Company") entered into a First Amendment to Credit Agreement with Wells Fargo Bank, National Association (the "Lender") and related Revolving Line of Credit Note. As used herein, the term "Amended Credit Facility" refers to the terms of the original Credit Agreement as amended by the First Amendment to Credit Agreement.

The Amended Credit Facility, which takes effect on April 1, 2012, provides the Company with a revolving credit facility of up to $7,500,000, which is a $2,500,000 increase over the original credit facility entered into in April 2011. The Amended Credit Facility is available for working capital requirements. Amounts outstanding under the Amended Credit Facility may be repaid and reborrowed through April 1, 2014, at which time all amounts outstanding become due and payable. There is no borrowing base under the terms of the Amended Credit Facility.

The loans comprising each borrowing bear interest at a rate per annum equal to the daily one month LIBOR rate for the applicable interest period plus two percent. Interest is payable each month in arrears. In the event of a default, as defined in the Amended Credit Facility, the principal balance will thereafter bear interest at an increased rate per annum equal to four percent above the interest rate that would otherwise have been in effect from time to time under the terms of the Amended Credit Facility.

Under the Amended Credit Agreement, the Company also will pay the Lender certain fees, including, without limitation, a fee of 0.5% of the unused portion of the credit facility, calculated quarterly.

The loan is secured by all of the Company's existing and after-acquired goods, tools, machinery, furnishings, furniture and other equipment. The Company has also granted the Lender a continuing security interest in all existing and after-acquired "Rights to Payment" and "Inventory," both as defined in the Continuing Security Agreement - Rights to Payment and Inventory.

The Amended Credit Facility contains customary representations and warranties, and affirmative and negative covenants, including but not limited to, minimum working capital and tangible net worth and quick ratio affirmative covenants and limitations on liens and certain additional indebtedness, guarantees and certain merger, consolidation or transfer of asset transactions, among others. The Amended Credit Facility includes customary events of default that permit the Lender to accelerate the Company's outstanding obligations, including but not limited to nonpayment of principal, interest, fees or other amounts, violation of covenants, failure to make any payments when due with respect to certain other debt or certain failures to comply with the terms of such other debt, entry of certain judgments, inaccuracy of representations and warranties, upon the occurrence of bankruptcy and other insolvency events and certain events relating to a dissolution or liquidation of the Company, if there exists or occurs any event or condition that the Lender believes in good faith impairs or is substantially likely to impair the prospect of payment or performance or if there is a change of control aggregating 25% or more.

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The Company has not yet drawn down on the line of credit.

The foregoing summary is qualified in its entirety by reference to the First Amendment to Credit Agreement and Revolving Line of Credit Promissory Note, copies of which are filed as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated herein by this reference, as well as the April 1, 2011 Credit Agreement and ancillary documents. Copies of the original Credit Agreement and security instruments were filed as exhibits to the Company's Current Report on Form 8-K, filed on April 1, 2011 in connection with the original loan agreement. Except as amended by the First Amendment to Credit Agreement, the terms and conditions of these instruments remain in full force and effect.

The disclosure required by this Item 2.03 is included in Item 1.01 and is incorporated herein by reference.

On March 13, 2012, the Company issued a press release entitled "S&W Seed Company Secures $7.5 Million Credit Line with Wells Fargo." The text of the press release is furnished as Exhibit 99.1 hereto.

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SIGNATURES

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: March 14, 2012

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EXHIBIT INDEX

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