Filed by Organovo Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-6(b) under
the Securities Exchange Act of 1934, as amended
Subject Company: Tarveda Therapeutics, Inc.
File No. of Related Registration Statement: 333-235683
Supplemental Disclosures
As previously
disclosed, on December 13, 2019, Organovo Holdings, Inc. (the Company or Organovo) entered into an Agreement and Plan of Merger and Reorganization, as amended (the Merger Agreement), with Tarveda
Therapeutics, Inc. (Tarveda). Upon the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including approval of the transaction by Organovos stockholders and Tarvedas
stockholders, Opal Merger Sub, a wholly-owned subsidiary of Organovo (Merger Sub), will merge with and into Tarveda, with Tarveda becoming a wholly-owned subsidiary of Organovo and the surviving corporation of the merger (the
Merger). On February 24, 2020, Organovo filed a definitive proxy statement/prospectus/information statement (the Definitive Proxy Statement), as such may be supplemented from time to time, with the Securities and
Exchange Commission (the SEC) with respect to the special meeting of Organovos stockholders scheduled to be held on March 26, 2020 (the Organovo Special Meeting).
Supplemental Disclosures to Definitive Proxy Statement
The additional disclosures in this Current Report on Form 8-K supplement the disclosures contained in
the Definitive Proxy Statement and should be read in conjunction with the Definitive Proxy Statement, which in turn should be read in its entirety. To the extent that information in this Current Report on Form
8-K differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the
information in the Definitive Proxy Statement. All page references in the information below are to pages in the Definitive Proxy Statement, and all defined and capitalized terms used below shall have the meanings ascribed to such terms in the
Definitive Proxy Statement. Paragraph references used herein refer to the Definitive Proxy Statement before any additions or deletions resulting from the information set forth below. Without admitting in any way that the disclosures below are
material or otherwise required by law, Organovo and Tarveda make the following supplemental disclosures:
The disclosure under the
heading The Merger Background of the Merger Potential Strategic Alternatives is hereby supplemented by inserting the following disclosure as a new paragraph immediately following the end of the first
paragraph on page 98 of the Definitive Proxy Statement:
Organovos form confidentiality and standstill agreement contained a one-year standstill period and a provision, known as a dont ask, dont waive provision, prohibiting potential bidders from requesting, privately or publicly, that Organovo agree to waive or
amend the standstill restrictions so as to allow the potential bidder to make another bid during the standstill period. If requested by potential bidders during negotiations, however, Organovo did agree to amend the terms of its form confidentiality
and standstill agreement to either delete the dont ask, dont waive provision or to add language that caused the standstill period to automatically terminate upon the occurrence of certain events, including but not limited to,
the Companys announcement that it had entered into the Merger Agreement. Four of the 51 companies who signed confidentiality and standstill agreements with Organovo requested an amendment to the dont ask, dont waive
provision or the term of the standstill period, and Organovo agreed to amend its form of confidentiality and standstill agreement for each of these four parties. After signing the Merger Agreement, Organovo has not, and does not plan to, interpret
the confidentiality and standstill agreements it signed to preclude any bidder from requesting to be relieved of its standstill obligations for the sole purpose of making a Superior Offer as the term is described in the Merger Agreement.