MARRONE BIO INNOVATIONS, INC. (NASDAQ:MBII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
In connection with the closing of the Transactions, a voting and lock up agreement, dated February 5, 2018 (the “Voting Agreement”), was entered into by and among certain affiliates of Ospraie (the “Ospraie Group”), certain affiliates of Ardsley Advisory Partners (the “Ardsley Group”), certain affiliates of Waddell (the “Waddell Group”), Pamela G. Marrone and, solely for the purposes of acknowledging its limited obligations to the Voting Agreement, the Company. to the Voting Agreement, among other things, the Ardsley Group, the Waddell Group and Pamela G. Marrone each agreed to vote their existing shares of Common Stock in favor of the election of up to two directors designated by the Ospraie Group at the Company’s 2018 Annual Meeting of Stockholders, subject to certain conditions and limitations.
The foregoing description of the Voting Agreement is a summary of the material terms and is qualified in its entirety by the terms of Voting Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth above in the Introductory Note of this Current Report on Form 8-K is hereby incorporated by reference to this Item 3.02.
The securities issued to the Purchase Agreement, the Waddell Notes Amendment, the Snyder Loan Amendment and to the Placement Agent as described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued to the exemptions from registration provided by Section 4(a)(2) or Section 3(a)(9) of the Securities Act thereunder. Each of the Buyers, Waddell, Snyder and the Placement Agent has represented that such person is an accredited investor, has been provided with such information about the Company as has been requested by such person and has acquired 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.
The securities issued in connection with the transactions discussed above were not registered under the Securities Act or state securities laws, and may not be offered or sold absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced, effective February 5, 2018, in connection with the closing of the Transactions, Robert A. Woods and Yogesh Mago joined the Company’s board of directors and Timothy Fogarty resigned from the Company’s board of directors.
On February 6, 2018, the Company issued a press release announcing the consummation of the transactions contemplated by the Purchase Agreement, the Waddell Notes Amendment and the Snyder Loan Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
MARRONE BIO INNOVATIONS INC ExhibitEX-10.1 2 ex10-1.htm Exhibit 10.1 EXECUTION VERSION VOTING AND LOCK UP AGREEMENT This VOTING AND LOCK UP AGREEMENT is made and entered into on February 5,…To view the full exhibit click here
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.
