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)

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