Filing Details

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Marrone Bio Innovations, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
57165B106
(CUSIP Number)
Ospraie Ag Science LLC c/o Dwight Anderson 437 Madison Avenue, 28th Floor New York, NY 10022 (212) 602-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 4, 2019
(Date of Event Which Requires Filing of This Statement)

 

 

 

 

 

 

 

 

 

 

Amendment No. 2 to Schedule 13D

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by Ospraie Ag Science LLC and Dwight Anderson on February 12, 2018, as amended by Amendment No. 1 filed on August 12, 2019. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure in Item 4 is incorporated herein by reference.

ITEM 4.   PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:

 

As previously disclosed, on August 7, 2019, Ospraie LLC received a notice (the “Notice”) from the Issuer that the Issuer was exercising its right pursuant to the Warrant Agreement to require Ospraie LLC to exercise a portion of its warrants in exchange for shares of Common Stock of the Issuer and New Warrants.  The Notice covered warrants to purchase 8,378,871 shares of Common Stock held by Ospraie LLC.  On September 4, 2019, Ospraie LLC exercised the 8,378,871 warrants covered by the Notice into shares of Common Stock and New Warrants.  Such New Warrants will be first exercisable 180 days after issuance, will have a term expiring on January 1, 2023 and will have an exercise price of $1.75 per share.  As the New Warrants are not currently exercisable within 60 days, the Reporting Persons do not presently beneficially own the shares of Common Stock underlying such New Warrants for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

The Reporting Persons may engage in discussions with the Issuer’s management, the Board, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons' investment in the Common Stock and the Issuer, including, without limitation, matters concerning the Issuer’s business, operations, governance, management, capitalization and strategic plans. The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer’s business, operations, governance, management, capitalization or strategic plans, or propose or engage in one or more other actions set forth under subparagraphs (a)-(j) of Item 4 of Schedule 13D.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management or the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Stock or selling some or all of their Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the Common Stock and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the Common Stock.

 

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 110,726,347 shares of Common Stock of the Issuer outstanding as of August 5, 2019, as reported in the Issuer’s Form 10-Q/A filed with the SEC on August 9, 2019.  The percentage included in Item 13 of the cover pages of Amendment No. 1 to this Schedule 13D was incorrect due to a calculation error and should have been 43.4%.

(c)  The disclosure in Item 4 is incorporated herein by reference. Except as disclosed herein or in Amendment No. 1 to this Schedule 13D, the Reporting Persons did not effect any transactions in the Common Stock of the Issuer during the past sixty days.

(d)  No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.

(e)  Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure in Item 4 is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 5, 2019