ORGANOVO HOLDINGS, INC. (NASDAQ:ONVO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.  Submission of Matters to a Vote of Security Holders.

On March 26, 2020, Organovo Holdings, Inc. (“Organovo” or the “Company”), held its special meeting of Stockholders (the “Special Meeting”). The purpose of the Special Meeting is described in Organovo’s definitive proxy statement/prospectus/information statement as filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2020 (the “Definitive Proxy Statement”) relating to the pending merger (the “Merger”) with Tarveda Therapeutics, Inc. (“Tarveda”), which Organovo first mailed to its stockholders on or about February 26, 2020.

Of the 130,497,563 shares of the Company’s common stock outstanding as of February 14, 2020 (the “Record Date”), 98,916,422 shares, or 75.79%, were represented at the Special Meeting either in person or by proxy, which total constituted a quorum of the issued and outstanding shares as of the Record Date.

The final voting results for Organovo Proposal No. 2, 3 and 5, as set forth in the Definitive Proxy Statement, are set forth below. To allow additional time for stockholders to vote on Organovo Proposal Nos. 1 and 4, as set forth in the Definitive Proxy Statement, Organovo adjourned the meeting with respect to such proposals until 10:00 a.m. Pacific Time, on April 7, 2020.

The Special Meeting will be reconvened on April 7, 2020 at 10:00 a.m. Pacific Time for the sole purpose of allowing additional time for stockholders to vote on Organovo Proposal Nos. 1 and 4 (the “Reconvened Meeting”). The Reconvened Meeting will be held as a virtual (online) meeting, accessible by visiting www.virtualshareholdermeeting.com/ONVO2020.

The number of votes cast “For” and “Against” and the number of “Abstentions” and “Broker Non-Votes” with respect to Organovo Proposal Nos. 2, 3 and 5 are set forth below.

Proposal Two: Reverse Stock Split

Stockholders voted to approve an amendment to the Organovo certificate of incorporation effecting a reverse stock split of Organovo common stock, at a ratio of one (1) new share for every 20 to 40 shares of outstanding Organovo common stock. The voting results were as follows:

Proposal Three: Compensation of Named Executive Officers in Connection with Merger

Stockholders voted to approve, on a non-binding advisory vote basis, compensation that will or may become payable by Organovo to its named executive officers in connection with the Merger, each as described in the Definitive Proxy Statement. The voting results were as follows:

Proposal Five: Adjournment of the Special Meeting

Stockholders voted to approve the authorization to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Organovo Proposal Nos. 1, 2, 3 and 4. The voting results were as follows:

Item 8.01 Other Events.

On March 27, 2020, the Company issued a press release regarding the adjournment of the Special Meeting. The Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ORGANOVO HOLDINGS, INC. Exhibit
EX-99.1 2 onvo-ex991_6.htm EX-99.1 onvo-ex991_6.htm                                                                                                                                                                     Exhibit 99.1 Organovo Holdings,…
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.