Item 1.01 Entry into a Material Definitive Agreement.





Warrant Amendment

On December 29, 2020, Marrone Bio Innovations, Inc. (the "Company") entered into an amendment (the "Amendment") to its previously outstanding warrant to purchase 5,333,333 shares of the Company's Common Stock (the "Warrant") issued to Van Herk Investments B.V. ("Van Herk") on February 5, 2018.

Pursuant to the Amendment, in exchange for Van Herk's agreement to exercise the Warrant on December 29, 2020 with respect to 1,777,778 shares at the Warrant's exercise price of $0.96 per share, the Company has agreed to partially extend the Warrant's expiration date by allowing Van Herk to exercise 1,777,778 of the subject shares at $1.00 per share by March 25, 2021 ("Second Tranche Expiration Date") and the remaining 1,777,777 shares at $1.04 per share by December 15, 2021 ("Third Tranche Expiration Date").

Also pursuant to the Amendment, the Warrant will be exercisable only in cash, and the exercise price will no longer be subject to price-based anti-dilution adjustments. Further, Van Herk has agreed to market stand-off provisions providing that for six weeks following the date of the Amendment, the Second Tranche Expiration Date, and the Third Tranche Expiration Date, or any other date on which Van Herk exercises the Warrant, it will not sell or otherwise dispose of shares of the Company's common stock that it beneficially owns in specified transactions without the Company's prior consent.

The Amendment, the form of the Warrant originally issued to Van Herk, and a press release issued by the Company regarding the Amendment are filed herewith as Exhibits 4.1, 4.2, and 99.1, respectively, and are incorporated herein by reference, and the foregoing descriptions are qualified in their entirety by the terms of the Amendment and the Warrant.




Item 8.01 Other Events.

Update on Warrant Exercises and Outstanding Shares

The Company reports that it has received net proceeds of $38.1 million from warrant exercises in 2019 and 2020 together, including $11.5 million from exercises in the fourth quarter of the year ended December 31, 2020. As of December 31, 2020, the Company had 167,478,301 million shares of Common Stock outstanding and warrants to purchase 14,535,231 million shares of Common Stock outstanding with a weighted average exercise price of $0.84 per share, with 14,303,252 million of the outstanding warrants expiring by the end of 2021.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.       Description

            Amendment to the Van Herk Warrant, by and among, Marrone Bio
4.1       Innovations, Inc., Ospraie Ag Science LLC, and Van Herk Investments
          B.V., dated December 29, 2020.
            Form of Warrant (incorporated by reference to Exhibit 4.1 to the
4.2       Company's current report on Form 8-K filed with the SEC on December 18,
          2017).
99.1        Press Release of Marrone Bio Innovations, Inc., dated January 5,
          2021.

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