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 September 10, 2019, Marrone Bio Innovations, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Austin Grant, Inc., a Florida corporation d/b/a Jet Harvest Solutions (“Jet Harvest”) and the shareholders of Jet Harvest (the “Principals”) to which on September 10, 2019, the Company completed the purchase of substantially all rights and assets related to the Jet Ag and Jet Oxide product lines for an aggregate amount equal to approximately $2.5 million payable in cash (including an initial cash payment of $544,200 at the closing and non-contingent cash payments payable in four additional installments). In addition to the fixed cash payments, the Asset Purchase Agreement provides that the Company will pay to Jet Harvest five earn-out payments yearly from 2020 through 2024, in amounts based on certain covered sales.
In connection with the Asset Purchase Agreement, and also on September 10, 2019, the Company and Jet Harvest entered into a license agreement, to which the Company has agreed to license back to Jet Harvest the right to sell and distribute the Jet Oxide and related product lines for use in post-harvest applications through December 31, 2023, in exchange for license fees to be paid yearly from 2020 through 2024, in amounts based on certain covered sales.
The Asset Purchase Agreement contains customary representations and warranties, indemnification and covenants by the Company, Jet Harvest and the Principals. The transaction closed upon the execution of the Purchase Agreement.
Item 2.01. Completion of Acquisition or Disposal of Assets.
The disclosure set forth in Item 1.01 is incorporated herein by reference.
Item 8.01. Other Events.
On September 11, 2019, the Company issued a press release announcing its entry into the transactions with Jet Harvest. A copy of the press release as attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated September 11, 2019. |
MARRONE BIO INNOVATIONS INC Exhibit
EX-99.1 2 ex99-1.htm Marrone Bio Acquires Jet Ag and Jet Oxide Product Lines; Significantly Expands Opportunity in Agricultural Bioprotection Market New product lines provide immediate revenue growth and near-term earnings accretion DAVIS,…
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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.