UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 15, 2022
MARRONE BIO INNOVATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36030 | 20-5137161 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7780-420 Briar Creek Parkway, Raleigh, NC 27617
(Address of Principal Executive Offices, and Zip Code)
(530) 750-2800
Registrant’s Telephone Number, Including Area Code
1540 Drew Avenue, Davis, CA 95618
(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):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.00001 par value | MBII | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2022, Suping (Sue) Cheung notified Marrone Bio Innovations, Inc. (the “Company”) of her decision to resign from her position as the Company’s Chief Financial Officer, effective March 9, 2022, for personal reasons.
On February 21, 2022, the Company’s board of directors approved the retention of LaDon Johnson as Interim Chief Financial Officer, effective upon Ms. Cheung’s departure, under an agreement with CFO Systems, LLC (“CFO Systems”), a provider of senior financial and accounting executive and support services. Mr. Johnson will also serve as our principal financial and accounting officer until we appoint a permanent successor to Ms. Cheung. We have agreed to pay CFO Systems an hourly fee of $325 for the services of Mr. Johnson.
Mr. Johnson, 60, is an experienced senior executive bringing extensive international business acumen in finance, strategy, business development, mergers & acquisitions, and operations to the Company. He currently serves as a director at CFO Systems, where he has worked since August 2017. Previously, Mr. Johnson worked for over a decade from 2006 through 2017 as a business and financial advisor and consultant to companies in the biotechnology, crop sciences, food and agriculture industries, including service as President and Chief Financial Officer of Icicle Seafoods, Inc. from July 2014 through August 2016 and service as Managing Director of Cibus Europe BV and Chief Financial Officer of Cibus Global, Ltd. from December 2008 to June 2014. Mr. Johnson has a B.S. in Accounting from Iowa State University’s Ivy College of Business.
There are no arrangements or understandings between Mr. Johnson and any other person pursuant to which Mr. Johnson was appointed to serve as Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Johnson and any director or executive officer of the Company, and Mr. Johnson does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On February 22, 2022, the Company issued a press release announcing the departure of Ms. Cheung and appointment of Mr. Johnson. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits. | ||
| 99.1 | Press release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Signature
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.
| MARRONE BIO INNOVATIONS, INC. | ||
| Date: February 22, 2022 | By: | /s/ Linda V. Moore |
| Name: | Linda V. Moore | |
| Title: | Chief Legal Officer | |
Exhibit 99.1
Marrone Bio Announces CFO Transition
RALEIGH, N.C. – February 22, 2022 -- Marrone Bio Innovations, Inc. (NASDAQ: MBII), an international leader in sustainable bioprotection and plant health solutions, announced today a transition of its Chief Financial Officer role. Current CFO Sue Cheung has chosen to resign for personal reasons, effective March 9, 2022. LaDon Johnson, a director with CFO Systems, has been appointed interim CFO on a consulting basis while the company begins a national search for a permanent CFO.
“We appreciate Sue’s contributions to Marrone Bio over the past year, and wish her the best,” said Chief Executive Officer Kevin Helash. “I have full confidence in LaDon and our finance organization, and expect the transition to be seamless.”
Mr. Johnson has more than 30 years of experience in global corporate finance in the agriculture, food, renewables and biotechnology sectors. Previous roles include serving as CFO for an international biotechnology company and as Managing Director and CFO for the fifth largest crop seed company in the world.
Helash added, “We welcome LaDon to the company and look forward to gaining from his insights and experience in finance for global agricultural companies during the coming months as we manage the transition and recruit a permanent CFO.”
About Marrone Bio Innovations
Marrone Bio Innovations Inc.(NASDAQ: MBII) is a growth-oriented agricultural company leading the movement to environmentally sustainable farming practices through the discovery, development and sale of innovative biological products for crop protection, crop health and crop nutrition. Our portfolio of 18 products helps customers operate more sustainably while increasing their return on investment. The company’s commercial products are sold globally and supported by a robust portfolio of more than 500 issued and pending patents. Our end markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. Marrone Bio’s research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, environmentally sound solutions in agriculture.
Learn more about Marrone Bio Innovations at www.marronebio.com. We also use our investor relations website, https://investors.marronebio.com, as well as our corporate Twitter account, @Marronebio, as means of disclosing material non-public information, and encourage our investors and others to monitor and review the information we make public in these locations. Follow us on social media: Twitter, LinkedIn and Instagram.
Marrone Bio Innovations Forward Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding the timing of Ms. Cheung’s departure and the transition of Mr. Johnson as interim CFO, 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. 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 the recent uncertainty in the global economy and industry-specific economy caused by the COVID-19 pandemic, consumer, regulatory, weather and other factors affecting demand for the company’s products, any difficulty in expanding the company’s sales and marketing infrastructure or marketing the company’s products in global markets, competition in the market for herbicide products, lack of understanding of bio-based herbicide products by customers and growers, adverse actions by distributors, manufacturers, regulatory agencies and other relevant third parties. Additional information that could lead to material changes in the company’s performance is contained in its filings with the Securities and Exchange Commission. 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:
Clyde
Montevirgen
Vice President of Business Development & Investor Relations
Telephone: 530-750-2800
info@marronebio.com