8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 13, 2020

MARRONE BIO INNOVATIONS, INC.

(Exact Name of Registrant as Specified in 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, and Zip Code)

(530) 750-2800

Registrant’s Telephone Number, Including Area Code

(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 communication 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	MBII	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 1.01 Entry into a Material Definitive Agreement

On April 13, 2020, Marrone Bio Innovations, Inc. (the “Company”), entered into an unsecured note (the “Note”) evidencing an unsecured loan in the amount of $1,723,000 made to the Company under the Paycheck Protection Program (the “PPP”). The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”). The loan to the Company was made through Five Star Bank (the “Lender”).

The Note provides for an interest rate of 1.00% per year, and matures two years after the issuance date. Beginning on the seventh month following the date of the Note, the Company is required to make 18 monthly payments of principal and interest in the amount of $96,964.22. The Note may be used for payroll costs, costs related to certain group health care benefits and insurance premiums, rent payments, utility payments, mortgage interest payments and interest payments on any other debt obligation that were incurred before February 15, 2020. The Note contains events of default and other conditions customary for a Note of this type.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. The terms of any forgiveness may also be subject to further requirements in any regulations and guidelines the SBA may adopt. While the Company currently believes that its use of the Note proceeds will meet the conditions for forgiveness under the PPP, no assurance is provided that the Company will obtain forgiveness of the Note in whole or in part.

The foregoing description of the Note is qualified by reference to the complete text of the Note, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 above and Exhibit 10.1 is hereby incorporated by reference into this Item 2.03.

Item 8.01 Other Events

On April 17, 2020, the Company issued a press release regarding its receipt of the proceeds of the PPP loan. The release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Promissory Note, dated April 13, 2020 by and between Five Star Bank and Marrone Bio Innovations, Inc.
99.1	Press release dated April 17, 2020

Signature

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.
Date: April 17, 2020	By:	/s/ Linda V. Moore
	Name:	Linda V. Moore
	Title:	Executive Vice President, General Counsel, Secretary and Chief Compliance Officer

EX-10.1

Exhibit 10.1

	U.S. Small Business Administration
	NOTE

SBA Loan #	3889207101
SBA Loan Name	Marrone Bio Innovations, Inc.
Date	04/13/2020
Loan Amount	$1,723,000.00
Interest Rate	1.00%
Borrower	Marrone Bio Innovations, Inc.
Operating Company	N/A
Lender	Five Star Bank

1) PROMISE TO PAY:

Subject to the terms of forgiveness identified in section 5) below, in return for the Loan, Borrower promises to pay to the order of Lender the amount of One Million Seven Hundred Twenty Three Thousand Dollars and No Cents, interest on the unpaid principal balance, and all other amounts required by this Note.

2) DEFINITIONS:

“Loan” means the loan evidenced by this Note.

“Loan Amount” means the amount the Borrower promises to pay to the order of Lender, subject to terms of forgiveness of the Loan as identified in the Payment Terms in section 5.

“Loan Documents” means this Note and any other documents executed by the Borrower, including any modifications. “SBA” means the Small Business Administration, an Agency of the United States of America.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act signed into law on March 27, 2020, the related Interim Final Rule, and any other guidance or rule issued by the Treasury Department or the SBA.

3) USE OF LOAN OF AMOUNT

The Borrower hereby certifies that Borrower will use the Loan Amount as follows:

$1,723,000.00 for payroll costs, costs related to the continuation of group health care benefits during period of paid sick, medical, or family leave, and insurance premiums, mortgage interest payments (but not mortgage prepayments or principal payments), rent payments, utility payments, and/or interest payments on any other debt obligation that were incurred before February 15, 2020

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4) INTEREST RATE

The interest rate is 1.00% per year.

5) PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

Initial Deferment Period:

No payments are due on this loan for six (6) months from the date of first disbursement of the Loan Amount (“Deferment”). Interest will continue to accrue during the deferment period.

Loan Forgiveness:

Borrower may apply to Lender for forgiveness of the amount due on this loan in an amount equal to the sum of the following costs incurred by Borrower during the 8-week period beginning on the date of first disbursement of this loan:

a. Payroll costs

b. Any payment of interest on a covered mortgage obligation (which shall not include any prepayment of or payment of principal on a covered mortgage obligation)

c. Any payment on a covered rent obligation

d. Any covered utility payment

The amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L. 116-136). Not more than 25% of the amount forgiven can be attributable to non-payroll costs.

If employee and compensation levels are not maintained in accordance with the applicable terms of the Paycheck Protection Program, and the forgivable amount is reduced, the remaining balance shall be repaid in accordance with the terms of this Note.

In addition, if any portion of the Loan Amount is used for unauthorized purposes, the Borrower shall repay those amounts in accordance with the terms of this Note.

In order to receive forgiveness of the Loan Amount or any portion thereof, the Borrower must submit to the Lender an application which shall include: (1) documentation verifying the number of full-time equivalent employees on payroll and pay rates for the eight week period following the disbursement of the Loan Amount (including payroll tax filings reported to the Internal Revenue Service, and state income, payroll and unemployment filing); (2) documentation verifying the number of full-time equivalent employees on payroll and pay rates during the period beginning on February 15, 2019 and ending on June 30, 2019 or the period beginning on January 1, 2020 and ending on February 29, 2020 ((including payroll tax filings reported to the Internal Revenue Service, and state income, payroll and unemployment filing); (3) documentation, including cancelled checks, payment receipts, transcripts of accounts, or other documents verifying payments on covered mortgage obligations, payments on covered lease obligations, and covered utility payments; (4) a certification from a representative of the Borrower that (i) the documentation presented is true and correct, and (ii) the amount for which forgiveness is requested was used to retain employees, make interest payments on a covered mortgage obligation, make payments on a covered rent obligation, or make covered utility payments; and (5) any other documents the SBA or the Lender deem necessary. The request shall be made within six (6) months of the first disbursement of the Loan Amount. If no documentation is provided, the loan forgiveness must be denied.

Not later than 60 days after the date on which the Lender receives the application for loan forgiveness, the Lender will issue a decision on the application and calculate the amount of loan forgiveness in accordance with the Paycheck Protection Program Requirements, including Section 1106 of the CARES Act. Any amount determined by the Lender not to be forgiven shall be repaid in accordance with the terms of this Note.

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Maturity:

The Note will mature two (2) years from the date of disbursement of the Loan Amount.

Repayment Terms:

If the Loan is not forgiven in full, subject to the terms of forgiveness as authorized by the CARES Act and the Deferment, the Borrower shall make principal and interest payments in the amount of $96,964.22 beginning seven (7) months from the date of disbursement of the Loan Amount.

Lender will apply each installment payment first to pay interest accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any remaining balance to reduce principal.

Loan Prepayment:

Notwithstanding any provision in this Note to the contrary:

The Borrower may prepay this Note at any time without penalty. The Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: a. Give Lender written notice; b. Pay all accrued interest; and c. If the prepayment is received less than 21 days from the date Lender received the notice, pay an amount equal to 21 days interest from the date lender received the notice, less any interest accrued during the 21 days and paid under b. of this paragraph. If the Borrower does not prepay within 30 days from the date Lender received the notice, the Borrower must give Lender a new notice.

Non-Recourse:

The Lender and SBA shall have no recourse against any individual shareholder, member or partner of the Borrower for non-payment of the loan, except to the extent that such shareholder, member or partner uses the loan proceeds for an unauthorized purpose.

6) COLLATERAL AND GUARANTEE CONDITIONS

No collateral can be required for this Loan. In addition, no personal or corporate guarantees can be required for this Loan.

7) DEFAULT:

If the Loan is not forgiven in full or in part, the Borrower is in default under this Note if the Borrower does not make a payment when due under this Note, or if the Borrower:

A.	Fails to do anything required by this Note and/or Loan Documents;
B.	Defaults on any other loan with Lender;
C.	Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
D.	Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
E.	Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower ’s ability to pay this Note;
F.	Fails to pay any taxes when due;
G.	Becomes the subject of a proceeding under any bankruptcy or insolvency law;
H.	Has a receiver or liquidator appointed for any part of their business or property;
I.	Makes an assignment for the benefit of creditors;
J.	Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;
K.	Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or
L.	Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

8) LENDER’S RIGHTS IF THERE IS A DEFAULT:

Without notice or demand and without giving up any of its rights, Lender may:

A.	Require immediate payment of all amounts owing under this Note;
B.	Collect all amounts owing from any Borrower; and
C.	File suit and obtain judgment.

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9) LENDER’S GENERAL POWERS:

Without notice and without Borrower’s consent, Lender may:

A.	Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document. Among other things, reasonable attorney ’s fees and costs may be incurred for collection. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
B.	Release anyone obligated to pay this Note; and
C.	Take any action necessary to collect amounts owing on this Note.

10) WHEN FEDERAL LAW APPLIES:

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

This Loan is issued pursuant to CARES Act, and specifically the Paycheck Protection Program identified within the CARES Act. As such, the terms of the CARES Act are incorporated herein. If any portion of this Note or the Loan Documents is inconsistent with the CARES Act, the terms and requirements of the CARES Act shall control.

11) SUCCESSORS AND ASSIGNS:

Under this Note, the Borrower includes any successors, and Lender includes its successors and assigns.

12) GENERAL PROVISIONS:

A.	All individuals and entities signing this Note are jointly and severally liable.
B.	Borrower waives all suretyship defenses.
C.	Borrower must sign all documents necessary at any time to comply with the Loan Documents.
D.	Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
E.	Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
F.	If any part of this Note is unenforceable, all other parts remain in effect.
G.	To the extent allowed by law, the Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. The Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

13) STATE-SPECIFIC PROVISIONS:

If any dispute arises between the Borrower and Lender, venue will be in the Superior Court for the State of California Sacramento County and the parties agree to be subjected to the jurisdiction of that court.

14) ADDITIONAL CERTIFICATIONS:

The Borrower certifies that:

A.	The Borrower has received a copy of the Authorization.
B.	If the Borrower defaults on the loan, SBA may be required to pay Lender under the SBA guarantee, and SBA may then seek recovery on the loan (to the extent any balance remains after loan forgiveness).
C.	The Borrower will keep books and records in a manner satisfactory to Lender, furnish financial statements as requested by Lender, and allow Lender and SBA to inspect and audit books, records and papers relating to the Borrower’s financial or business condition.
D.	The Borrower will not, without Lender’s consent, changes its ownership structure, make any distribution of company assets that would adversely affect its financial condition, or transfer (including pledging) or dispose of any assets, except in the ordinary course of business.
E.	The Lender has not provided business or financial advice to the Borrower and the Borrower has not relied on any business or financial advice from the Lender in applying for or executing this Note or any other Loan Document.

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F.

Any individual’s signature as an authorized representative, on this Note or any other Loan Document, is a representation to the Lender and to the U.S. government that the signer is authorized to make the certifications, including with respect to the Borrower and each owner of 20% or more of the Borrower’s equity.

G.

By signing this Note, Borrower’s authorized representative certifies on behalf of the Borrower that Borrower’s complete and correct name is Marrone Bio Innovations, Inc., it maintains its principal place of business at 1540 Drew Ave, Davis,, CA 95618-0000, it is in good standing under and by virtue of the laws of the state in which it maintains its principal place of business, and it has obtained all necessary filings, governmental licenses and approvals for each state in which it is doing business. Borrower’s authorized representative who signs this Note further certifies that Borrower will promptly notify Lender prior to any change in the location of the Borrower’s state of organization or prior to any change in the Borrower’s name.

15) BORROWER ’S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

BORROWER:
Marrone Bio Innovations, Inc.
By	/s/ James B. Boyd
	James B Boyd Authorized Signer

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EX-99.1

Exhibits 99.1

Marrone Bio Innovations Secures $1.7 Million Loan Under Paycheck Protection Program Provision of CARES Act

Company Expects Full Loan Forgiveness Under Terms; Funds to be Used to Retain Workforce During Critical Spring Growing Season for U.S. Farmers

DAVIS, Calif., April 17, 2020 — Marrone Bio Innovations Inc. (NASDAQ: MBII) (the “Company” or “Marrone Bio”), an international leader in sustainable bioprotection and plant health solutions, has secured a $1.7 million loan under the Paycheck Protection Program (PPP) (the “Loan”) contained within the Coronavirus Aid, Relief and Economic Security (CARES) Act that was signed into law on March 27, 2020.

As a U.S. small business, Marrone Bio qualified for the PPP, which allows businesses and nonprofits with fewer than 500 employees to obtain loans of up to $10 million to incent companies to maintain their workers as they manage the business disruptions caused by the COVID-19 pandemic.

“Our grower customers are working to meet increasing demand to feed the nation and work as essential businesses during the COVID-19 pandemic. Our products are critical to their success, and we want to ensure our products and our employees are in place to service the needs of farmers across the United States,” said Jim Boyd, President and Chief Financial Officer of Marrone Bio. “The proceeds from the PPP loan will provide us with additional employee job security as we work to supply growers nationwide during the important spring growing season. Today, more than ever, it is paramount to continue our important role in the food supply chain so fresh produce can reach the tables of consumers.” Boyd also noted that the Company is conserving cash through prudent expense control and restricting non-essential travel while serving customers and working to ensure the safety of its employees, customers and partners.

The Loan, evidenced by a promissory note from FiveStar Bank as lender, has a term of two years, is unsecured, and is guaranteed by the Small Business Administration (SBA). The loan bears interest at a fixed rate of one percent per annum with the first six months of interest and principal deferred. Some or all of the Loan may be forgiven if at least 75 percent of the Loan proceeds are used by Marrone Bio to cover payroll costs, including benefits and if the Company maintains its employment and compensation within certain parameters during the eight-week period following the loan origination date and complies with other relevant conditions. Marrone Bio expects to meet the requirements for full Loan forgiveness. Any forgiven amount will not be included in taxable income.

Marrone Bio has products for both row crops and specialty crops. The company recently published an overview of the current state of various row and specialty crop sectors of agricultural industry. The full story in Ag News can be read here.

About Marrone Bio Innovations

Marrone Bio Innovations Inc. (NASDAQ: MBII) is a growth-oriented company leading the movement to more a sustainable world through the discovery, development and sale of innovative biological products for crop protection, plant health and waterway systems treatment that help customers operate more sustainably while increasing their return on investment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies and natural product chemistry to rapidly develop seven product lines. Supported by a robust portfolio of over 400 issued and pending patents, MBI’s currently available commercial products are Regalia^®, Stargus^®, Grandevo^®, Venerate^®, Majestene^®, Haven^® and Amplitude^®, Pacesetter™, Zelto^® Jet Oxide^® and Jet Ag^® and Zequanox^®, with breakthrough bioherbicide and biofumigant products in the Company’s product pipeline. MBI’s Pro Farm Finland-based subsidiary employs a proprietary technology derived from wood waste to stimulate plant growth and improve plant health, resulting in improved yields and crop quality. Products include UBP™ 110, Foramin^®, UBP™ Seed Treatment, Foramin^® ST.

Learn more about Marrone Bio Innovations at www.marronebio.com. We also use our investor relations website, https://investors.marronebio.com, as well as our corporate Twitter account, @Marronebio, as means of disclosing material non-public information, and encourage our investors and others to monitor and review the information we make public in these locations. Follow us on social media: Twitter, LinkedIn and Instagram.

Marrone Bio Innovations 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 MBI’s views as of any subsequent date. Examples of such statements include statements regarding the Company’s use of the proceeds from the PPP loan and whether any of the PPP loan will be eligible to be forgiven. Such forward-looking statements are based on information available to the Company as of the date of this release and involve a number of risks and uncertainties, some beyond the Company’s control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including, including the impact of COVID-19 on the agricultural market and the world economy, and the regulatory response to the COVID-19 pandemic, weather, regulatory and other factors affecting demand for the MBI’s products, any difficulty in marketing MBI’s products in its target markets, competition in the market for pest management products, lack of understanding of bio-based pest management products by customers and growers. Additional information that could lead to material changes in MBI’s performance is contained in its filings with the SEC. MBI is under no obligation to, and expressly disclaims any responsibility to, update or alter forward-looking statements contained in this release, whether as a result of current information, future events or otherwise.

Investor Relations Contact:
Greg Falesnik, Managing Director
MZ Group – MZ North America
Main: 949-385-6449
MBII@mzgroup.us
www.mzgroup.us