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.