UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
or
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ________________
Commission File Number: 001-36030
Marrone Bio Innovations, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 20-5137161 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
1540 Drew Avenue, Davis, California 95618
(Address of principal executive offices and zip code)
(530) 750-2800
(Registrant’s telephone number, including area code)
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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [ ] | Accelerated filer | [ ] | |
Non-accelerated filer | [X] | Smaller reporting company | [X] | |
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. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of June 30, 2020, the last day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates was $67,643,673 based upon the closing price of the common stock as reported on the Nasdaq Capital Market. This calculation excludes the shares of common stock held by each officer, director, and holder of 5% or more of the outstanding common stock as of June 30, 2020. This calculation does not reflect a determination that such persons are affiliates for any other purposes.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class | Shares Outstanding at March 16, 2021 | |
Common Stock, $0.00001 par value | 173,483,026 |
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of Marrone Bio Innovations, Inc. for the year ended December 31, 2020, as filed with the Securities and Exchange Commission, or SEC, on March 23, 2021 (the “Original Filing”) is being filed only for the purpose of correcting Exhibit 23.1 “Independent Registered Public Accounting Firm’s Consent” (the “Consent”). The original Consent had a typographical error with regards to the date of the report.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxely Act of 2002. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of those certifications have been omitted.
Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments discussed above. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the SEC subsequent to the Original Filing.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Form 10-K/A:
1. | Consolidated financial statements: |
No financial statements are filed with this Amendment No. 1. These items were included as part of the Original Filing.
2. | Financial Statement Schedules |
None.
3. | Exhibits |
See the Exhibit Index immediately preceding the signature page of this Annual Report on Form 10-K/A, which is incorporated by reference here.
INDEX TO EXHIBITS
EXHIBIT NUMBER | EXHIBIT DESCRIPTION | FORM | FILE NO. | EXHIBIT NUMBER | FILING DATE | FILED HEREWITH | ||||||
�� | ||||||||||||
3.1 | Fourth Amended and Restated Certificate of Incorporation of Marrone Bio Innovations, Inc. | 10-K | 001-36030 | 3.1 | March 25, 2014 | |||||||
3.2 | Fifth Amended and Restated Bylaws of Marrone Bio Innovations, Inc. | 8-K | 001-36030 | 3.1 | April 26, 2019 | |||||||
4.1 | Form of Marrone Bio Innovations, Inc.’s common stock certificate. | S-1/A | 333-189753 | 10.4 | July 22, 2013 | |||||||
4.2 | Form of Senior Secured Promissory Notes issued by Marrone Bio Innovations, Inc. to Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science & Technology dated August 20, 2015. | 8-K | 001-36030 | 4.1 | August 25, 2015 | |||||||
4.3 | Form of Warrants issued by Marrone Bio Innovations, Inc. to Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science & Technology dated August 20, 2015. | 8-K | 001-36030 | 4.2 | August 25, 2015 | |||||||
4.4 | 10-K | 001-36030 | 4.4 | April 5, 2018 |
# | Indicates a management contract or compensatory plan or arrangement. |
† | Confidential portions of this document have been redacted as permitted by applicable regulations. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Davis, State of California, on March 26, 2021.
MARRONE BIO INNOVATIONS, INC. | |
/s/ Kevin Helash | |
Kevin Helash | |
Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURE | TITLE | DATE | ||
/s/ Kevin Helash | Chief Executive Officer | March 26, 2021 | ||
Kevin Helash | (Principal Executive Officer) | |||
/s/ Suping (Sue) Cheung | Chief Financial Officer | March 26, 2021 | ||
Suping (Sue) Cheung | (Principal Financial Officer and Principal Accounting Officer) | |||
* | Chair of the Board | March 26, 2021 | ||
Robert A. Woods | ||||
* | Director | March 26, 2021 | ||
Pamela G. Marrone | ||||
* | Director | March 26, 2021 | ||
Yogesh Mago | ||||
* | Director | March 26, 2021 | ||
Zachary S. Wochok | ||||
* | Director | March 26, 2021 | ||
Keith McGovern | ||||
* | Director | March 26, 2021 | ||
Stuart Woolf | ||||
* | Director | March 26, 2021 | ||
Lara L. Lee |
* By: | /s/ Kevin Helash | |
Kevin Helash | ||
Attorney-in-Fact |