8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 28, 2017

MARRONE BIO INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36030	20-5137161
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1540 Drew Avenue, Davis, CA	95618
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (530) 750-2800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Item 8.01 Other Events.

On April 28, 2017, Marrone Bio Innovations, Inc. (the “Company”) issued a press release announcing the closing of its previously disclosed underwritten public offering as well as the full exercise by the underwriter of its option to purchase an additional 857,143 shares of common stock of the Company, for an aggregate of 6,571,429 shares sold in the offering at the offering price of $1.40 per share, less the underwriting discount. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Marrone Bio Innovations, Inc., dated April 28, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARRONE BIO INNOVATIONS, INC.
Dated: April 28, 2017	By:	/s/ Linda V. Moore
		Linda V. Moore
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Marrone Bio Innovations, Inc., dated April 28, 2017.

EX-99.1

Exhibit 99.1

Marrone Bio Innovations, Inc.

Investor Relations Contacts:

Marrone Bio Innovations, Inc.

James Palczynski

203-682-8229

FOR IMMEDIATE RELEASE

MARRONE BIO INNOVATIONS, INC. CLOSES $9.2 MILLION PUBLIC OFFERING OF

COMMON STOCK WITH FULL EXERCISE OF OVER-ALLOTMENT OPTION

DAVIS, Calif. – April 28, 2017 – Marrone Bio Innovations, Inc. (NASDAQ: MBII or “the Company”), today announced the closing of its previously announced underwritten public offering of registered shares of its common stock for gross proceeds of approximately $9.2 million, which includes the full exercise of the underwriters’ over-allotment option to purchase additional shares. A total of 6,571,429 shares were sold in the offering at a price to the public of $1.40 per share. The net proceeds are expected to be approximately $8.2 million, after deducting underwriting discounts, commissions, and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering primarily for general corporate purposes, which may include operating expenses, working capital to improve and promote its commercially available products, advance product candidates, and expand international presence and commercialization, and general capital expenditures.

National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM: NHLD), acted as sole book-running manager for the offering.

The securities described above were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-215024), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (SEC) on January 6, 2017. A final prospectus supplement relating to the offering has been filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus may be obtained by contacting the book-running manager at the following address:

National Securities Corporation

410 Park Ave, 14^th Floor

New York, NY 10022

Attn: Marguerite Rogers

Telephone: 212-417-8227

Email: prospectusrequest@nationalsecurities.com

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Marrone Bio Innovations, Inc., and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Marrone Bio Innovations, Inc.

About Marrone Bio Innovations, Inc.

Marrone Bio Innovations, Inc. (NASDAQ: MBII or “the Company”) strives to lead the movement to a more sustainable world through the discovery, development and promotion of biological products for pest management and plant health. The Company’s effective and environmentally responsible solutions help customers operate more sustainably while controlling pests, improving plant health, and increasing crop yields. The Company has five products for agriculture on the market (Regalia^®, Grandevo^®, Venerate^®, and Majestene^® and Haven^TM), and also distributes Bio-tam 2.0^® for Isagro USA in the western U.S. The Company markets Zequanox^® for invasive mussels for water markets. Marrone also has a proprietary discovery process, a rapid development platform, and a robust pipeline of pest management and plant health product candidates. At Marrone Bio Innovations, the Company is dedicated to pioneering better biopesticides that support a better tomorrow for users around the globe. For more information, please visit www.marronebio.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations and plans, including assumptions underlying such statements, are forward-looking statements, and should not be relied upon as representing the Company’s views as of any subsequent date. Examples of such statements include, but are not limited to, statements relating to use of proceed from the offering. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including any difficulty in obtaining additional financing to meet the Company’s business requirements and service its debt, difficulty in developing, manufacturing, marketing or selling the Company’s products and other factors described in the “Risk Factors” section of the prospectus and the Company’s most recent Annual Report on Form 10-K. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

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