MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On October 12, 2017, Marrone Bio Innovations, Inc. (the “Company”) sold to Dwight W. Anderson (the “Lender”) an unsecured promissory note in the principal amount of $1,000,000.00 (the “Note”), due on the third anniversary of the date thereof (the “Maturity Date”). From the date of the closing through December 31, 2017, the Note will bear interest at a rate of 1% per annum, payable in arrears on the Maturity Date, unless earlier converted into shares of the Company’s common stock as described below. Thereafter, beginning January 1, 2018, the Note will bear interest at a rate of 10% per annum, payable in arrears on the Maturity Date, unless earlier converted into shares of the Company’s common stock as described below.
Any or all of the principal or accrued interest under the Note may be converted into shares of the Company’s common stock at a rate of one share of common stock per $1.00 of converting principal or interest, rounded down to the nearest share with any fractional amounts cancelled, at the election of the Lender by delivery of written notice to the Company. In addition, upon the consummation of a qualified equity financing of the Company prior to the Maturity Date, the aggregate outstanding principal balance of the Note and all accrued and unpaid interest thereon may convert, at the option of the Lender, into that number of the securities issued and sold in such financing, determined by dividing (a) such aggregate principal and accrued interest amounts, by (b) the purchase price per share or unit paid by the purchasers of the Company’s securities issued and sold in such financing. Notwithstanding the foregoing, Lender’s ability to affect any such conversions will be limited by applicable provisions governing issuances of shares of the Company’s common stock under the rules of The Nasdaq Capital Market, subject to the Company’s receipt of any applicable waivers thereof, and any amounts not issuable to the Lender in the Company’s equity securities as a result of this limitation will be payable in cash.
The Lender is an “accredited investor” (as defined in Rule 501(a) of Regulation D) and the Note was, and any equity securities issued upon conversion thereof are, offered and sold to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 is hereby incorporated by reference to this Item 2.03.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information provided in Item 1.01 is hereby incorporated by reference to this Item 3.02.
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.
