MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry Into a Material Definitive Agreement.
Common Stock Offering
On April25, 2017, Marrone Bio Innovations, Inc. (the
Company) entered into an underwriting agreement (the
Underwriting Agreement) with National Securities
Corporation, (the Underwriter), in connection with a
registered firm commitment underwritten public offering (the
Offering) of 5,714,286 shares of the Companys common
stock, par value $0.00001 per share (Common Stock).
Subject to the terms and conditions of the Underwriting
Agreement, the Company has agreed to sell to the Underwriter, and
the Underwriter has agreed to purchase from the Company, an
aggregate of 5,714,286 shares of Common Stock. to the
Underwriting Agreement, the Company also granted the Underwriter
a 45-day option to purchase up to an additional 857,143 shares of
its Common Stock to cover over-allotments, if any.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
to the terms of the Underwriting Agreement and related lock-up
agreements, the Company and all of its directors and executive
officers also agreed not to sell or transfer any Common Stock
held by them for 90 days after April25, 2017 without first
obtaining the written consent of the Underwriter, subject to
certain exceptions, extensions and terms as set forth in the
Underwriting Agreement.
The shares of Common Stock will be issued to a shelf registration
statement on Form S-3 (Registration Statement
No.333-215024) (the Registration Statement) previously
filed with the Securities and Exchange Commission (the
SEC) on December9, 2016, amended on December29, 2016 and
declared effective by the SEC on January6, 2017, including the
preliminary prospectus supplement dated April24, 2017 and a
prospectus supplement dated April25, 2017, to the prospectus
contained in the Registration Statement dated December29,
2016.
A copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report and is incorporated herein by reference, and the
description of the terms of the Underwriting Agreement is
qualified in its entirety by reference to such exhibit. The
Underwriting Agreement is also filed with reference to, and is
hereby incorporated by reference into, the Registration
Statement.
Attached as
Exhibit 5.1 to this Current Report and incorporated herein by
reference is a copy of the opinion of Morrison Foerster LLP
relating to the validity of the shares of Common Stock that may
be sold in the Offering (the Legal Opinion). The Legal
Opinion is also filed with reference to, and is hereby
incorporated by reference into, the Registration
Statement.
Item8.01
Other Events.
On April25, 2017,
the Company issued a press release announcing the pricing of the
Common Stock in the Offering. A copy of the press release is
filed as Exhibit 99.1 to this report and is incorporated herein
by reference.
Item9.01
Financial Statements and Exhibits.
(d)
Exhibits.
|
ExhibitNo. |
Description |
|
| 1.1 | Underwriting Agreement, dated April25, 2017. | |
| 5.1 | Opinion of Morrison Foerster LLP. | |
| 23.1 | Consent of Morrison Foerster LLP (contained in Exhibit 5.1). | |
| 99.1 |
Press Release of Marrone Bio Innovations, Inc., dated April25, 2017. |
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. MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Recent Trading Information
MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) closed its last trading session 00.00 at 1.75 with 43,424 shares trading hands.