Washington, D.C. 20549



FORM 12b-25





(Check one):  

[X] Form 10-K [  ] Form 20-F [  ] Form 11-K [  ] Form 10-Q

[  ] Form 10-D [  ] Form N-SAR [  ] Form N-CSR

    For Period Ended: December 31, 2017
    [  ] Transition Report on Form 10-K
    [  ] Transition Report on Form 20-F
    [  ] Transition Report on Form 11-K
    [  ] Transition Report on Form 10-Q
    [  ] Transition Report on Form N-SAR
    For the Transition Period Ended:



Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.



If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




Marrone Bio Innovations, Inc.

Full Name of Registrant


Former Name if Applicable


1540 Drew Avenue

Address of Principal Executive Office (Street and Number)


Davis, California 95618

City, State and Zip Code






PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


[X]   (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.





State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)


The Registrant is unable to file its Annual Report on Form 10-K for the period ended December 31, 2017 (the “Form 10-K”), within the prescribed time period because the Registrant has not been able to complete the coordination and review of final changes to the Registrant’s Form 10-K and finalization of the financial statements and the audit thereof. The Registrant expects to file the Form 10-K no later than fifteen days after its original prescribed due date.


This Notification of Late Filing on Form 12b-25 includes certain statements which may constitute forward-looking statements under federal securities laws. Although the Registrant believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. The Registrant assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise.





(1) Name and telephone number of person to contact in regard to this notification


James B. Boyd   (530)   750-2800
(Name)   (Area Code)   (Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes [X] No [  ]


(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes [X] No [  ]


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.


The anticipated changes in results of operations for the year ended December 31, 2017 compared to the year ended December 31, 2016 are described in the Registrant’s press release announcing its results of operations for the year ended December 31, 2017, a copy of which is furnished as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated March 29, 2018.




Marrone Bio Innovations, Inc.

(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date April 3, 2018 By

/s/ James B. Boyd

    James B. Boyd
    President and Chief Financial Officer