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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): May 17, 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
1.01. Entry into a Material Definitive Agreement.
Reserve
Shortfall Letter to Invoice Purchase Agreement
On
May 17, 2022, Marrone Bio Innovations, Inc. (the “Company”) entered into Reserve Shortfall Letter (the “Letter”)
to the Company’s Invoice Purchase Agreement (the “Agreement”) dated as of March 20, 2017, as amended, with LSQ Funding
Group, L.C. (“LSQ”).
Under
the Letter, LSQ is permitted to make advances to the Company in anticipation of LSQ Purchasing Accounts (as defined in the Agreement),
to create a reserve shortfall (an “Initial Anticipated Purchase Price Payment”). Further, pursuant to the Letter, the Company
is permitted to request, and LSQ may make, additional advances during such time as a reserve shortfall exists (a “Subsequent Anticipated
Purchase Price Payment”, and together with the Initial Anticipated Purchase Price Payment, the “Anticipated Purchase Price
Payments”) up to an aggregate of $1,000,000.00. As consideration of LSQ making Anticipated Purchase Price Payments, the Company
shall pay LSQ, in addition to all other fees payable under the Agreement, a fee of 13% per annum on the balance of the reserve shortfall
which shall be accrued daily and paid monthly on the last day of the month in which it accrues, until the reserve shortfall is repaid
in full.
The
Letter and the Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference, and the
foregoing descriptions are qualified in their entirety by the terms contained therein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
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:
May 19, 2022 |
By: |
/s/
Linda V. Moore |
| |
Name: |
Linda
V. Moore |
| |
Title: |
Executive
Vice President, General Counsel,
Secretary and Chief Compliance Officer |
Exhibit 10.1
May
17, 2022
Marrone
Bio Innovations, Inc.
7780-420
Brier Creek Parkway
Raleigh,
NC 27617
| Reference: |
Reserve Shortfall Letter to Invoice Purchase Agreement between LSQ Funding |
| |
Group, L.C. (“LSQ”) and Marrone Bio Innovations, Inc. (“Seller”) Dated March 20, 2017 (the “Agreement”) |
Dear
Mr. Johnson:
At
your request in your capacity as an executive officer of Marrone Bio Innovations, Inc., LSQ has agreed to consider making advances to
Marrone Bio Innovations, Inc. in anticipation of LSQ purchasing Accounts (as this and other capitalized terms used herein are defined
in the Agreement or within the Uniform Commercial Code) from Marrone Bio Innovations, Inc. thereunder, the effect of which would be to
create a Reserve Shortfall (an “Initial Anticipated Purchase Price Payment”). LSQ further agrees to consider making additional
advances to Marrone Bio Innovations, Inc. at your request during such time as a Reserve Shortfall exists (a “Subsequent Anticipated
Purchase Price Payment”) (the Initial Anticipated Purchase Price Payment and the Subsequent Anticipated Purchase Price Payment
are referred to as “Anticipated Purchase Price Payments”), notwithstanding any provision to the contrary in the Agreement.
LSQ agrees that the consummation of the transactions contemplated by this letter agreement shall not be deemed to constitute a default
or Event of Default under the Agreement.
In
consideration of LSQ making Anticipated Purchase Price Payments to Marrone Bio Innovations, Inc., Marrone Bio Innovations, Inc. shall
pay LSQ, in addition to all other fees payable under the Agreement, an Anticipated Purchase Price Payment Fee of 13% per annum on the
balance of the Reserve Shortfall. The applicable portion of the Anticipated Purchase Price Payment Fee will be earned daily, to be paid
monthly on the last day of the month in which it accrues until the Reserve Shortfall is repaid in full. The Reserve Shortfall may not
exceed $1,000,000.00 at any time for any reason. However, no failure or delay in exercising any right shall impair any right that LSQ
has, nor shall any waiver by LSQ (other than to the extent expressly set forth herein or contemplated hereunder) be deemed a waiver of
any default or breach.
All
principal and interest due and owing, if not paid sooner, shall be due and payable in full on the termination date of the Agreement.
Notwithstanding
LSQ’s right to apply all funds owing by LSQ to Marrone Bio Innovations, Inc. under the Agreement to reduce the Reserve Shortfall,
on all purchases of Accounts LSQ will, until LSQ in its sole discretion elects to discontinue this practice, pay Marrone Bio Innovations,
Inc. (and not apply to the Reserve Shortfall) the Purchase Price less the Required Reserve Amount.
Please
indicate your consent to the above by signing below.
| Sincerely yours, |
|
ACCEPTED AND AGREED TO: LSQ |
| |
|
|
| Funding Group L.C. |
|
Marrone Bio Innovations, Inc. |
| |
|
|
| By: |
/s/ Rodney E. Campos |
|
By: |
/s/ Linda Moore |
| |
Rodney E. Campos |
|
Name: |
Linda Moore |
| |
Director of Portfolio Management |
|
Title: |
Chief Legal Officer |
| |
|
|
| |
|
Date: |
5/17/2022 |
LSQ
Funding | www.lsq.com | (800) 474-7606
315
E. Robinson Street, Suite 200, Orlando, FL 32801