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): May 17, 2022

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.)

7780-420 Briar Creek Parkway, Raleigh, NC 27617

(Address of Principal Executive Offices, and Zip Code)

(530) 750-2800

Registrant’s Telephone Number, Including Area Code

1540 Drew Avenue, Davis, CA 95618

(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.

Reserve Shortfall Letter to Invoice Purchase Agreement

On May 17, 2022, Marrone Bio Innovations, Inc. (the “Company”) entered into Reserve Shortfall Letter (the “Letter”) to the Company’s Invoice Purchase Agreement (the “Agreement”) dated as of March 20, 2017, as amended, with LSQ Funding Group, L.C. (“LSQ”).

Under the Letter, LSQ is permitted to make advances to the Company in anticipation of LSQ Purchasing Accounts (as defined in the Agreement), to create a reserve shortfall (an “Initial Anticipated Purchase Price Payment”). Further, pursuant to the Letter, the Company is permitted to request, and LSQ may make, additional advances during such time as a reserve shortfall exists (a “Subsequent Anticipated Purchase Price Payment”, and together with the Initial Anticipated Purchase Price Payment, the “Anticipated Purchase Price Payments”) up to an aggregate of $1,000,000.00. As consideration of LSQ making Anticipated Purchase Price Payments, the Company shall pay LSQ, in addition to all other fees payable under the Agreement, a fee of 13% per annum on the balance of the reserve shortfall which shall be accrued daily and paid monthly on the last day of the month in which it accrues, until the reserve shortfall is repaid in full.

The Letter and the Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference, and the foregoing descriptions are qualified in their entirety by the terms contained therein.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Reserve Shortfall Letter to Invoice Purchase Agreement, dated May 17, 2022
10.2	Invoice Purchase Agreement, dated March 24, 2017 (incorporated by reference to Exhibit 10.44 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2017)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 19, 2022	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

May 17, 2022

Marrone Bio Innovations, Inc.

7780-420 Brier Creek Parkway

Raleigh, NC 27617

Reference:	Reserve Shortfall Letter to Invoice Purchase Agreement between LSQ Funding
	Group, L.C. (“LSQ”) and Marrone Bio Innovations, Inc. (“Seller”) Dated March 20, 2017 (the “Agreement”)

Dear Mr. Johnson:

At your request in your capacity as an executive officer of Marrone Bio Innovations, Inc., LSQ has agreed to consider making advances to Marrone Bio Innovations, Inc. in anticipation of LSQ purchasing Accounts (as this and other capitalized terms used herein are defined in the Agreement or within the Uniform Commercial Code) from Marrone Bio Innovations, Inc. thereunder, the effect of which would be to create a Reserve Shortfall (an “Initial Anticipated Purchase Price Payment”). LSQ further agrees to consider making additional advances to Marrone Bio Innovations, Inc. at your request during such time as a Reserve Shortfall exists (a “Subsequent Anticipated Purchase Price Payment”) (the Initial Anticipated Purchase Price Payment and the Subsequent Anticipated Purchase Price Payment are referred to as “Anticipated Purchase Price Payments”), notwithstanding any provision to the contrary in the Agreement. LSQ agrees that the consummation of the transactions contemplated by this letter agreement shall not be deemed to constitute a default or Event of Default under the Agreement.

In consideration of LSQ making Anticipated Purchase Price Payments to Marrone Bio Innovations, Inc., Marrone Bio Innovations, Inc. shall pay LSQ, in addition to all other fees payable under the Agreement, an Anticipated Purchase Price Payment Fee of 13% per annum on the balance of the Reserve Shortfall. The applicable portion of the Anticipated Purchase Price Payment Fee will be earned daily, to be paid monthly on the last day of the month in which it accrues until the Reserve Shortfall is repaid in full. The Reserve Shortfall may not exceed $1,000,000.00 at any time for any reason. However, no failure or delay in exercising any right shall impair any right that LSQ has, nor shall any waiver by LSQ (other than to the extent expressly set forth herein or contemplated hereunder) be deemed a waiver of any default or breach.

All principal and interest due and owing, if not paid sooner, shall be due and payable in full on the termination date of the Agreement.

Notwithstanding LSQ’s right to apply all funds owing by LSQ to Marrone Bio Innovations, Inc. under the Agreement to reduce the Reserve Shortfall, on all purchases of Accounts LSQ will, until LSQ in its sole discretion elects to discontinue this practice, pay Marrone Bio Innovations, Inc. (and not apply to the Reserve Shortfall) the Purchase Price less the Required Reserve Amount.

Please indicate your consent to the above by signing below.

Sincerely yours,		ACCEPTED AND AGREED TO: LSQ
Funding Group L.C.		Marrone Bio Innovations, Inc.
By:	/s/ Rodney E. Campos	By:	/s/ Linda Moore
	Rodney E. Campos	Name:	Linda Moore
	Director of Portfolio Management	Title:	Chief Legal Officer
		Date:	5/17/2022

LSQ Funding | www.lsq.com | (800) 474-7606

315 E. Robinson Street, Suite 200, Orlando, FL 32801

XML

Cover	May 17, 2022
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 17, 2022
Entity File Number	001-36030
Entity Registrant Name	MARRONE BIO INNOVATIONS, INC.
Entity Central Index Key	0001441693
Entity Tax Identification Number	20-5137161
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7780-420 Briar Creek Parkway
Entity Address, City or Town	Raleigh
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27617
City Area Code	(530)
Local Phone Number	750-2800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	MBII
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	1540 Drew Avenue
Entity Address, City or Town	Davis
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95618