Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2016, Organovo Holdings, Inc., a Delaware corporation (the “Company”), closed the issuance and sale of 10,065,000 shares (the
“Offering”) of the Company’s common stock, par value $0.001 per share ( “Common Stock”), which included 1,065,000 shares of Common Stock issued pursuant to the partial exercise of the Underwriters’ option to purchase
additional shares. The Offering was effected pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated October 20, 2016, with Jefferies LLC (the “Representative”), acting as representative of the
underwriters named in the Underwriting Agreement (the “Underwriters”). The price to the public in the Offering was $2.75 per share, and the Underwriters purchased the shares from the Company pursuant to the Underwriting Agreement at a
price of $2.585 per share
The net proceeds to the Company from the Offering were approximately $25,600,000, after deducting underwriting discounts and
commissions and estimated expenses payable by the Company.
The Offering was made pursuant to the Company’s shelf registration statement on Form S-3,
initially filed with the Securities and Exchange Commission (“SEC”) on February 27, 2015 and was declared effective by the SEC on March 17, 2015 (File No. 333-202382) and the related prospectus supplement filed with the SEC
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), on October 21, 2016.
The Underwriting
Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other
obligations of the parties and termination provisions. Concurrently with the execution of the Underwriting Agreement, each of the Company’s directors and executive officers entered into a lock-up agreement with the Underwriters that prohibits,
subject to specified exceptions, the sale, transfer or other disposition of securities of the Company without the consent of the Representative for a period ending 90 days following October 20, 2016. A copy of the Underwriting Agreement is
filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms, but is not intended to provide
any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for
the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the
Underwriting Agreement.
The legal opinion, including the related consent, of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
relating to the legality of the issuance and sale of the shares of Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report.