Item 1.01 Entry Into a Material Definitive Agreement.
Common Stock Offering
On
April 25, 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. Pursuant 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.
Pursuant 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 April 25, 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 pursuant 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 December 9, 2016, amended on December 29, 2016 and declared effective by the SEC on January 6, 2017, including the preliminary prospectus supplement dated April 24, 2017 and a prospectus supplement
dated April 25, 2017, to the prospectus contained in the Registration Statement dated December 29, 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.