ORGANOVO HOLDINGS, INC. (NASDAQ:ONVO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On March16, 2018, Organovo Holdings, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright& Co., LLC and JonesTrading Institutional Services LLC (each an “Agent” and together, the “Agents”), to which the Company may offer and sell, from time to time through the Agents, shares of its common stock in “at the market” sales transactions having an aggregate offering price of up to $50,000,000 (the “Shares”).Any Shares offered and sold will be issued to the Company’s Shelf Registration Statement on Form S-3 (Registration No.333-222929) and the related prospectus previously declared effective by the Securities and Exchange Commission (the “SEC”) on February22, 2018, as supplemented by a prospectus supplement, dated March16, 2018.
Under the Sales Agreement, the Agents may each sell Shares by any method permitted by law and deemed to be an “at the market offering”as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.
The Company is not obligated to make any sales of Shares under the Sales Agreement, and if it elects to make any sales, it can set a minimum sales price for the Shares. The offering of Shares to the Sales Agreement will terminate upon the sale of an aggregate of $50,000,000 of Shares to the Sales Agreement. In addition, the Sales Agreement may be individually terminated by the Agents or the Company, as permitted therein.
The Company will pay the Agents a commission rate of up to 3.0% of the aggregate gross proceeds from each sale of Shares, if any, and has agreed to provide the Agents with customary indemnification and contribution rights. The Company will also reimburse the Agents for certain specified expenses in connection with entering into the Sales Agreement.
The Company intends to use discretion in initiating sales, if any, under the Sales Agreement and believes that it is in the best interests of its stockholders to have the flexibility to raise additional capital under favorable market conditions to support its efforts to build long-term stockholder value. There are a number of potential benefits to raising funds through the Sales Agreement, including minimizing dilution by avoiding share price discounts, greater banking fees and the potential for share price degradation that can result from raising capital through private or public underwritten offerings.
The Company currently intends to use the net proceeds from the sale of the securities for operating costs, research and development and for general corporate purposes, including working capital.It may also use a portion of the net proceeds to invest in or acquire businesses or technologies that it believes are complementary to its own, although the Company has no current plans, commitments or agreements with respect to any acquisitions as of the date hereof.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company’s counsel regarding the validity of the Shares that will be issued to the Sales Agreement is also filed herewith as Exhibit5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 1.01 | Termination of a Material Definitive Agreement. |
Effective March16, 2018 the Company terminated that certain Controlled Equity OfferingSMSales Agreement, dated December30, 2014, by and between the Company and Cantor Fitzgerald& Co.,in accordance with the terms of such agreement.
| Item 1.01 | Financial Statements and Exhibits. |
2
3
ORGANOVO HOLDINGS, INC. ExhibitEX-5.1 2 d525808dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 SILICON VALLEY ANN ARBOR BEIJING BOSTON LOS ANGELES NEW YORK SAN DIEGO SAN FRANCISCO SINGAPORE March 16,…To view the full exhibit click here
About ORGANOVO HOLDINGS, INC. (NASDAQ:ONVO)
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.