UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 31, 2016
MARRONE BIO INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36030
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20-5137161
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1540 Drew Avenue, Davis, CA
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95618
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (530) 750-2800
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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On May 31, 2016, Marrone Bio Innovations, Inc. (the
“Company”) entered into an amendment (the “Amendment”) to its senior secured promissory notes, dated August 20, 2015, in the aggregate principal amount of $40 million (the “Notes”) issued and sold to Ivy Science &
Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science & Technology (the “Investors”). Pursuant to the Amendment, the Investors agreed to delete from the Notes the provisions that had
required the Company to maintain a $15 million minimum cash balance.
The foregoing summary of the terms of the Amendment does not purport to be complete
and is qualified in its entirety by the Amendment and the Notes. A copy of the Amendment is attached hereto as Exhibit 10.1, and such exhibit is incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure
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On June 2, 2016, the Company issued a press release announcing the Amendment,
and on June 1, 2016, the Company and Koch Agronomic Services, LLC issued a joint press release regarding the Company’s grant of exclusive row crop sales rights for the Company’s Regalia brands. Copies of the press releases are attached
hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein in their entirety by reference.
Limitation on Incorporation by
Reference. The information furnished in this Item 7.01, including the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Omnibus Amendment No. 1 to Notes, dated as of May 31, 2016, by and among Marrone Bio Innovations, Inc., Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science &
Technology.
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99.1
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Press release issued on June 2, 2016 by Marrone Bio Innovations, Inc.
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99.2
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Joint press release issued on June 1, 2016 by Marrone Bio Innovations, Inc. and Koch Agronomic Services, LLC.
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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
hereunto duly authorized.
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MARRONE BIO INNOVATIONS, INC.
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Dated: June 2, 2016
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By:
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/s/ Linda V. Moore
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Linda V. Moore
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Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Omnibus Amendment No. 1 to Notes, dated as of May 31, 2016, by and among Marrone Bio Innovations, Inc., Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science &
Technology.
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99.1
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Press release issued on June 2, 2016 by Marrone Bio Innovations, Inc.
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99.2
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Joint press release issued on June 1, 2016 by Marrone Bio Innovations, Inc. and Koch Agronomic Services, LLC.
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Exhibit 10.1
OMNIBUS AMENDMENT NO.1 TO NOTES
This Omnibus Amendment No. 1, dated as of May 31, 2016 (this “
Amendment
”), is made by and among Ivy Science &
Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science & Technology (each, a “
Lender
” and together, the “
Lenders
”), and Marrone Bio Innovations, Inc.
(the “
Borrower
”), with respect to those certain senior secured promissory notes, dated August 20, 2015 (each a “
Note
”, collectively, the “
Notes
”) which Borrower has issued to
the Lenders.
Each of the parties hereto do hereby agree that Section 5(ix) of the Notes (Minimum Cash Balance) is hereby deleted in its
entirety.
1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date
first above written.
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LENDER:
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IVY SCIENCE & TECHNOLOGY FUND
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By: Ivy Investment Management Company, its Manager
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By:
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/s/ Zachary H. Shafran
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Name:
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Zachary H. Shafran
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Title:
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SVP
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WADDELL & REED ADVISORS SCIENCE & TECHNOLOGY FUND
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By: Waddell & Reed Investment Management Company, its Manager
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By:
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/s/ Zachary H. Shafran
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Name:
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Zachary H. Shafran
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Title:
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SVP
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IVY FUNDS VIP SCIENCE & TECHNOLOGY
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By: Waddell & Reed Investment Management Company, its Manager
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By:
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/s/ Zachary H. Shafran
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Name:
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Zachary H. Shafran
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Title:
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SVP
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BORROWER:
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MARRONE BIO INNOVATIONS, INC.
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By:
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/s/ James B. Boyd
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Name:
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James B. Boyd
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Title:
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Chief Financial Officer
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S-1
Exhibit 99.1
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PRESS RELEASE
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Marrone Bio Innovations Receives Waiver Of $15 Million Minimum Cash Requirement
DAVIS, Calif., June 2, 2016
— Marrone Bio Innovations, Inc. (NASDAQ: MBII) (MBI) today announced that it has obtained a waiver from the
lenders of its $40 million senior secured promissory notes, dated August 20, 2015, terminating the requirement that the Company maintain a $15 million minimum cash balance.
Pam Marrone, MBI’s Chief Executive Officer and Founder, said, “This waiver is very important to the Company as it frees up significant liquidity. We
remain intently focused on the execution of our growth strategy and believe that we are well positioned in a fast-growing and deeply important segment of the agriculture market.”
About Marrone Bio Innovations
Smart. Natural.
Solutions.
Marrone Bio Innovations, Inc. (NASDAQ:MBII) aims to lead the movement to a more sustainable world through the discovery, development
and promotion of biological products for pest management and plant health. Our effective and environmentally responsible solutions help customers operate more sustainably while controlling pests, improving plant health, and increasing crop yields.
We have four products for agriculture on the market—Regalia
®
, Grandevo
®
,
Venerate
®
and Majestene
®
—and also distribute Bio-tam
®
2.0 for Isagro USA.
MBI also markets Zequanox
®
for invasive mussels, a proprietary discovery process, a rapid development platform, and a robust pipeline of pest management and plant health product candidates. At
Marrone Bio Innovations we are dedicated to pioneering better biopesticides that support a better tomorrow for users around the globe. For more information, please visit
www.marronebio.com
.
Forward Looking Statements
This press release contains
forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations and plans, including assumptions underlying
such statements, are forward-looking statements, and should not be relied upon as representing the Company’s views as of any subsequent date. Examples of such statements include statements regarding the Company’s liquidity, implementing
the Company’s strategy and the biologicals market. Such forward-looking statements are based on information available to the Company as of the date of this release and involve a number of risks and uncertainties, some beyond the Company’s
control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including any difficulty in developing, manufacturing, marketing or selling the Company’s products, any failure to
maintain and further establish relationships with distributors and other partners, competition in the market for pest management products, lack of understanding of bio-based pest management products by customers and growers, adverse decisions by
regulatory agencies and other third parties, and the impact of
2121 Second
Street, Suite B-107
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Davis, CA 95618
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Phone: 530-750-2800
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PRESS RELEASE
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negative publicity and perceptions around the Company’s financial restatement. Additional information that could lead to material changes in the Company’s performance is contained in
its filings with the SEC. The Company is under no obligation to, and expressly disclaims any responsibility to, update or alter forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.
Marrone Bio Innovations Contact:
Nancy M. Hood, VP
Marketing
(530) 302-8290
nhood@marronebio.com
Investor Relations Contact:
James Palczynski, ICR
203-682-8229
James.Palczynski@icrinc.com
2121 Second
Street, Suite B-107
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Davis, CA 95618
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Phone: 530-750-2800
Exhibit 99.2
Koch Agronomic Services and Marrone Bio Innovations Agree to Exclusive Row Crop Sales Rights for Regalia
Brands
Wichita, Kan. and Davis, Calif., June 1, 2016
– Koch Agronomic Services, LLC (Koch), with support from its affiliate, Koch
Biological Solutions, LLC, has secured exclusive rights to sell REGALIA
®
Rx in the U.S. and REGALIA
®
Maxx in Canada. Koch will market
and sell the products for broad-acre agriculture applications. REGALIA
®
Rx and REGALIA
®
Maxx are manufactured by Marrone Bio
Innovations, Inc. (MBI) (NASDAQ: MBII) and improve crop performance by providing defense against fungal pests. Both products also offer significant plant health benefits.
MBI is a pioneer in the rapidly growing field of biopesticides with multiple product lines already in the market. MBI’s products are supported by robust
capabilities for discovering, developing and commercializing naturally derived technologies.
“MBI has a proven history of developing biopesticides
that offer effective solutions for growers” said Pam Marrone, founder and CEO of Marrone Bio Innovations. “We believe that Koch’s broad-acre agriculture experience and ability to bring products to market will provide more growers the
ability to increase their yields with REGALIA
®
Rx and REGALIA
®
Maxx on broad-acre row crops.”
Koch Agronomic Services is dedicated to providing fertilizers to increase plant performance that are grounded in science. Koch Agronomic Services has a broad
portfolio of enhanced efficiency fertilizer technologies in both the agricultural and turf & ornamental markets including AGROTAIN
®
nitrogen stabilizer, SUPERU
®
fertilizer, POLYON
®
and DURATION
®
controlled-release fertilizer and UMAXX
®
stabilized nitrogen among many others.
Koch Biological Solutions has established a strong discovery
platform focused on the identification, development and commercialization of biostimulant products that improve plant performance. The company has several promising biological product candidates in various stages of development.
“We’re looking for ways to bring effective, science-based products to the market whether that’s through the development of our own products, or
through partnerships with innovators like MBI,” said Bill Boycott, vice president, biologicals and origination for Koch. “Our goal is to provide effective biologicals for our customers and growers. We are very excited about the technology
behind REGALIA
®
Rx and REGALIA
®
Maxx.”
Additional terms of the deal were not disclosed.
# # #
About Koch Agronomic
Services, LLC
Koch Agronomic Services, LLC and its affiliates produce and market plant performance solutions for the world’s top
agriculture producers and turf and ornamental professionals. Koch Agronomic Services, LLC is committed to delivering exceptional value through a combination of research and development, an innovative product portfolio and outstanding service. Koch
Agronomic Services, LLC is a subsidiary of Koch Ag & Energy Solutions, LLC.
www.kochagronomicservices.com
.
About Koch Biological Solutions, LLC
Koch Biological Solutions, LLC and its affiliates are creating new technologies to satisfy the changing needs of the agricultural industry. Koch Biological
Solutions, LLC is focused on biological solutions that increase crop performance through science based products. Koch Biological Solutions, LLC is an affiliate of Koch Agronomic Services, LLC.
www.kochbiologicalsolutions.com
About Marrone Bio Innovations
Marrone Bio
Innovations, Inc. (NASDAQ: MBII) aims to lead the movement to a more sustainable world through the discovery, development and promotion of biological products for pest management and plant health. Our effective and environmentally responsible
solutions help customers operate more sustainably while controlling pests, improving plant health, and increasing crop yields. We have four products for agriculture on the
market—Regalia
®
, Grandevo
®
, Venerate
®
and Majestene
®
—and also distribute Bio-tam
®
2.0 for Isagro USA. MBI also markets Zequanox
®
for invasive mussels, a proprietary discovery process, a rapid development platform, and a robust pipeline of pest management and plant health product candidates. At Marrone Bio Innovations we are dedicated to pioneering better biopesticides that
support a better tomorrow for users around the globe. For more information, please visit
www.marronebio.com
Marrone Bio Innovations
Forward Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All
statements, other than statements of historical facts, included in this press release regarding strategy, future operations and plans, including assumptions underlying such statements, are forward-looking statements, and should not be relied upon as
representing MBI’s views as of any subsequent date. Examples of such statements include statements regarding the market for and sales of the Regalia family of brands and potential benefits of MBI’s collaboration with Koch and Koch’s
ability to bring Regalia brands to the broad-acre row crop market. Such forward-looking statements are based on information available to MBI as of the date of this release and involve a number of risks and uncertainties, some beyond the MBI’s
control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including any difficulty in marketing Regalia brands to the broad-acre row crop market with MBI’s principal customers,
competition in the market for pest management products and lack of understanding of bio-based pest management products by customers and growers. Additional information that could lead to material changes in MBI’s performance is contained in its
filings with the SEC. MBI is under no obligation to, and expressly disclaims any responsibility to, update or alter forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.
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Contact:
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Marrone Bio Innovations, Inc.
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Koch Agronomic Services, LLC
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Nancy M. Hood, VP Marketing
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Rob Carlton
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(530)750-2800
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Manager, Business Communications
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nhood@marronebio.com
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Koch Companies Public Sector, LLC
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rob.carlton@kochps.com
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MBI Investor Relations
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James Palczynski, ICR
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(203)682-8229
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James.Palczynski@icrinc.com
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