ORGANOVO HOLDINGS, INC. (NASDAQ:ONVO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ORGANOVO HOLDINGS, INC. (NASDAQ:ONVO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On October 10, 2019, the Board of Directors (the “Board”) of Organovo Holdings, Inc., a Delaware corporation (the “Company”), upon the recommendation of a special committee of the Board, adopted an amendment to the Company’s Bylaws to implement a Delaware forum selection provision, effective immediately (the “Amendment”). The Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the state or federal courts located in the State of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or stockholder of the Company to the Company or the Company’s stockholders; (iii) any action arising out of or relating to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware. The forum selection provision set forth in the Amendment, however, provides that it will not apply to suits brought to enforce a duty or liability created by the federal securities laws or any other claim for which the federal courts have exclusive jurisdiction.

This summary is qualified in its entirety by reference to the Amendment to the Bylaws, dated as of October 10, 2019, and filed as Exhibit 3.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EX-99.1 2 onvo-ex991_6.htm EX-99.1 onvo-ex991_6.htm   Exhibit 99.1 Amendment to Bylaws of Organovo Holdings,…
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Organovo Holdings, Inc. is an early commercial-stage company focused on developing and commercializing functional human tissues. The Company focuses on the generation of three-dimensional (3D) human tissues, by utilizing its platform technology to create human tissue constructs in 3D. It is focused on development of products, including 3D human tissues used for the preclinical assessment of drug effects, including applications in predictive toxicology, absorption, distribution, metabolism, excretion (ADME), and drug metabolism and pharmacokinetics (DMPK); customized human tissues as living, dynamic models of human biology or disease, for use in drug discovery and development, and three-dimensional human tissues for clinical applications, such as blood vessels for bypass grafting, nerve grafts for nerve damage repair and functional tissue patches for the repair or replacement of damaged tissues and organs.

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