MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 29, 2020, Marrone Bio Innovations, Inc. (the “Company”) entered into a Warrant Exchange Agreement (the “Warrant Exchange Agreement”) with Ospraie Ag Science LLC (“Ospraie”), Ardsley Partners Renewable Energy Fund, L.P. (“Ardsley”), National Securities Corporation (“NSC”), Ivan Saval (“Mr. Saval, together with NSC, Ospraie and Ardsley, the “OAI Investors”), Ivy Science & Technology Fund (“IS&T”) and Ivy VIP Science & Technology (“Ivy VIP” and, together with IS&T, the “Waddell Investors,” and the Waddell Investors, together with the OAI Investors, the “Investors”).
to the Warrant Exchange Agreement, the Investors have exchanged certain previously issued and outstanding warrants (the “Prior Warrants”) to purchase an aggregate of up to 45,977,809 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”) for new warrants (the “New Warrants”) to purchase an aggregate of up to 29,881,855 shares of Common Stock (the “Warrant Shares”). All of the New Warrants were issued to the Investors upon execution of the Warrant Exchange Agreement on April 29, 2020.
The New Warrants all have an exercise price of $0.75 per share, and expire in five tranches, as follows: (i) May 1, 2020, with respect to 3,392,581 Warrant Shares, (ii) September 15, 2020, with respect to 2,714,065 Warrant Shares, (iii) December 15, 2020, with respect to 13,027,512 Warrant Shares, (iv) March 15, 2021, with respect to 5,862,380 Warrant Shares, and (v) and December 15, 2021 with respect to 4,885,317 Warrant Shares. In addition, the Investors have agreed to exercise all the New Warrants subject to the first tranche, for an aggregate of approximately $2.5 million, on or before May 1, 2020. The remaining four tranches of New Warrants reflect an aggregate exercise price of approximately $19.9 million.
The Prior Warrants held by the OAI Investors and exchanged to the Warrant Exchange Agreement were originally issued to private placement transactions on February 5, 2018 and to a warrant amendment and plan of reorganization agreement entered into on August 6, 2019, and were exercisable for an aggregate of 37,977,809 shares of Common Stock, of which 1,377,809 were exercisable prior to December 31, 2020 at a purchase price of $1.00 per share, 14,600,000 were exercisable prior to December 31, 2021 at a purchase price of $1.00 per share and 22,000,000 were exercisable prior to January 1, 2023 at a purchase price of $1.75 per share. The Prior Warrants held by the Waddell Investors and exchanged to the Warrant Exchange Agreement were originally issued to private placement and debt exchange transactions on August 20, 2015 and on February 5, 2018, respectively, and were exercisable for an aggregate of 8,000,000 shares of Common Stock, of which 4,000,000 were exercisable prior to December 31, 2020 at a purchase price of $1.25 per share and 4,000,000 were exercisable prior to August 23, 2023 at a purchase price of $1.91 per share.
The New Warrants will be exercisable in cash, provided that they may be exercised via cashless “net” exercise if the Company does not have an registration statement registering the shares underlying the New Warrants effective as of March 31, 2021. In addition, the Company will redeem the New Warrants upon the occurrence of any Fundamental Transaction (as defined in the New Warrants), and the exercise price of the New Warrants will be subject to weighted-average antidilution provisions.
In connection with the Warrant Exchange Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors to which the Company has agreed to file a registration statement with the Securities and Exchange Commission no later than December 31, 2020 covering the resale of the New Warrant Shares and to maintain the effectiveness of the registration statement until the date upon which the New Warrant Shares held by the Investors cease to be Registrable Securities (as that term is defined in the Registration Rights Agreement).
The Warrant Exchange Agreement, the form of New Warrant and the Registration Rights Agreement and are filed herewith as Exhibits 10.1, 4.1 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 3.02. Unregistered Sale of Equity Securities.
The information regarding the issuance of the New Warrants and the Warrant Shares in Item 1.01 of this Report is incorporated herein by reference. The New Warrants and the Warrant Shares are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Sections 4(a)(2) under the Securities Act. Each of the Investors is representing in connection with the transaction that such person is an accredited investor, has been provided with such information about the Company as has been requested by such person, and will acquire the securities of the Company without a view toward public sale or distribution, except to sales registered under, or exempted from, the registration requirements of the Securities Act.
Item 8.01. Other Events.
On February 5, 2018, in addition to the issuance of certain of the Prior Warrants to the Investors, the Company also issued certain warrants to other parties involved in the private placement transactions as an investor or placement agent (the “February 2018 Warrants”). As of immediately prior to the entry into the Warrant Exchange Agreement, the February 2018 Warrants were exercisable as to 5,372,667 shares at an exercise price of $1.00 per share (the “Investor Warrants”) and as to 1,064,830 shares at an exercise price of $1.25 per share (the “Lender Warrants”). The February 2018 Warrants include a weighted average price-based anti-dilution adjustment provision. Accordingly, as a result of the transactions contemplated by the Warrant Exchange Agreement, the exercise price of the Investor Warrants has been decreased to $0.96. Due to the antidilutive effect of the overall reduction in outstanding warrants due to the transactions contemplated by the Warrant Exchange Agreement, the exercise price of the Lender Warrants remains $1.25 per share.
On April 30, 2020, the Company issued a press release announcing its entry into the Warrant Exchange Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.2 | Registration Rights Agreement, dated April 29, 2020, by and among Marrone Bio Innovations, Inc. and the investors named therein. |
| 99.1 | Press Release related to the Warrant Exchange Agreement, dated April 30, 2020. |
MARRONE BIO INNOVATIONS INC Exhibit
EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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About MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII)
Marrone Bio Innovations, Inc. offers bio-based pest management and plant health products. The Company’s bio-based products include naturally occurring microorganisms, such as bacteria, fungi and plant extracts. It sells its products to crop protection market. Its four crop protection products include Regalia, Grandevo, Venerate and Majestene. Its products are used in both conventional and organic crop production, and are sold to growers of specialty crops, such as grapes, citrus, tomatoes, vegetables, nuts, leafy greens and ornamental plants. It offers Regalia for large-acre row crops, such as corn and soybeans. Its pipeline of early-stage discoveries and product candidates extends across a range of product types for end markets, including herbicides, fungicides, nematicides, insecticides, algaecides (for algae control), molluscicides (for mussel and snail control), and plant growth and plant stress regulators. It is engaged in developing MBI-010, MBI-110, Haven (MBI-505) and MBI-601.
