UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed
by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Organovo Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.
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Date Filed:
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Explanatory
Note
This Definitive Additional Proxy Materials includes a Current
Report on Form 8-K filed by Organovo Holdings, Inc. (the “Company”)
with the Securities and Exchange Commission on September 3, 2020
(the “Form 8-K”) and a press release issued by the Company on
September 3, 2020, which was filed with the Form 8-K as Exhibit No.
99.1.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of Report (Date of earliest event reported):
September 2, 2020
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ORGANOVO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Commission File Number: 001-35996
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Delaware
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27-1488943
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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440 Stevens Avenue, Suite 200
Solana Beach, CA 92075
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(Address of principal executive offices, including zip code)
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(858) 224-1000
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(Registrant’s telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
(Title of each class) (Trading symbol(s)) (Name of each
exchange on which
registered)Common Stock, $0.001 par value
ONVO The Nasdaq Stock Market LLC
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
As previously disclosed, on June 25, 2019, Organovo Holdings, Inc.
(the “Company”) received a letter from the Listing
Qualifications Staff of the Nasdaq Stock Market, Inc. (“Nasdaq”)
indicating that it did not comply with the minimum $1.00 per
share bid price requirement for continued listing over the previous
consecutive 30 days, as set forth in Nasdaq’s continued listing
requirements (the “Minimum Bid Price Requirement”). On December 26,
2019, the Company obtained an additional compliance period of 180
calendar days by electing to transfer to The Nasdaq Capital Market
to take advantage of the additional compliance period offered on
that market. On April 17, 2020 the Company received an additional
notice letter from Nasdaq indicating that in response to the
COVID-19 pandemic and related extraordinary market conditions,
Nasdaq has determined to toll the compliance periods for bid price
and market value of publicly held shares requirements through June
30, 2020. Accordingly, since the Company had 66 calendar days
remaining in the compliance period as of April 16, 2020, the
Company had 66 calendar days from July 1, 2020, or until September
4, 2020, to regain compliance with the Minimum Bid Price
Requirement.
On September 2, 2020, the Company received notification
from Nasdaq that the closing bid price of its Common Stock had
been at $1.00 per share or greater for ten (10) consecutive
business days. Accordingly, Nasdaq confirmed that the Company
had regained compliance with the Minimum Bid Price
Requirement and that it had closed the matter.
In connection with receipt of this notice, the Company issued a
press release on September 3, 2020, a copy of which is attached
hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Cooperation Agreement and 2020 Annual Meeting
As previously announced, on July 14, 2020, the Company entered into a Cooperation
Agreement with Keith Murphy, the founder and former chief executive
officer of the Company. Pursuant to the Cooperation
Agreement, the Company’s Board of Directors (the “Board”) appointed
Mr. Murphy and Adam Stern as directors on the Board, with terms
expiring at the Company’s 2020 Annual Meeting of Stockholders to be
held on September 15, 2020 (the “2020 Annual
Meeting”). The Board also agreed, in connection with the
2020 Annual Meeting, to recommend, support and solicit proxies for
(i) the re-election of Messrs. Murphy and Stern and (ii) an
advisory stockholder vote (the “Advisory Nominees Proposal”) to
appoint three individuals, Douglas Jay Cohen, David Gobel and
Alison Tjosvold Milhous (collectively, the “Advisory Nominees”), to
the Board. Mr. Murphy identified each of the Advisory Nominees.
In accordance with the Cooperation Agreement, the Company filed a
definitive proxy statement for the 2020 Annual Meeting of
Stockholders with the Securities and Exchange Commission on August
6, 2020 (the “Proxy Statement”), in which the Board is
recommending, supporting and soliciting proxies for the re-election
of Messrs. Murphy and Stern and in favor of the Advisory Nominees
Proposal. If the final vote tabulation for the Advisory
Nominees Proposal receives more votes cast “FOR” than “AGAINST” its
approval, the Board has approved the appointment of the Advisory
Nominees, to be automatically effective immediately following the
final adjournment of the 2020 Annual Meeting. In addition,
immediately following the appointment of the Advisory Nominees,
each of our existing directors (other than Messrs. Murphy and
Stern) will resign from the Board, which will result in Messrs.
Murphy and Stern and the Advisory Nominees constituting the full
membership of the Board (collectively, the “New Director
Slate”).
As discussed in the Proxy Statement, the New Director Slate has
advised the Board that if the Advisory Nominees Proposal is
approved at the Annual Meeting, the New Director Slate intends to
recommence the Company’s operations and focus its efforts on
developing highly customized human tissues as living, dynamic
models of human biology and disease for use in drug discovery and
development.
Conditional Director Agreements
To
enable the potential transition to the New Director Slate, the
Company’s continuing directors, including Carolyn Beaver, Taylor
Crouch, Mark Kessel and Kirk Malloy, submitted irrevocable
resignation letters, which provide for their resignations from the
Board contingent upon and effective immediately following the final
adjournment of the
2020 Annual Meeting if the Advisory Nominees Proposal receives more
votes cast “FOR” than “AGAINST” its
approval.
On September 2, 2020, in accordance with the terms of the
Cooperation Agreement, the Company entered into Separation and
Mutual Release Agreements (collectively, the “Director Agreements”)
with Ms. Beaver and Messrs. Crouch, Kessel and
Malloy. The effectiveness of the Director Agreements is
contingent upon the resignations of such directors following the
final adjournment of the 2020 Annual Meeting if the Advisory
Nominees Proposal receives more votes cast “FOR” than “AGAINST” its
approval. Under the Director Agreements, the Company
will release each resigning director, and each resigning director
will release the Company, from any and all claims that such party
may have against the other for acts or omissions that occurred on
or before the date of the respective Director Agreement. The
resigning directors also agreed to certain standstill provisions
and cooperation services. In the Director Agreements, the Company
agreed to purchase a six-year director and officer liability
insurance tail policy and clarified that any existing director
resignations as contemplated by the Director Agreements would
constitute a “change in control” pursuant to the terms of the
respective equity award agreements and the Company’s 2012 Equity
Incentive Plan, as amended, which results in the acceleration of
any unvested equity awards held by the resigning directors.
Conditional Executive Officer Resignations and Officer
Agreements
To enable the New Director Slate to hire a new management team to
implement its proposed business plan for the Company following the
2020 Annual Meeting, each of the Company’s existing executive
officers, including Mr. Crouch, the Company’s Chief Executive and
President, Craig Kussman, the Company’s Chief Financial Officer,
and Jennifer Kinsbruner Bush, the Company’s General Counsel,
Corporate Secretary and Compliance Officer, submitted contingent
resignation letters on September 2, 2020 (collectively, the
“Contingent Resignation Letters”). The Contingent
Resignation Letters provide for the resignation of each of these
executive officers from their employment and officer positions with
the Company, contingent upon and automatically effective
immediately following the final adjournment of the 2020 Annual
Meeting if the Advisory Nominees Proposal receives more votes cast
“FOR” than “AGAINST” its approval.
In accordance with the terms of the Cooperation Agreement, the
Company entered into a Separation Agreement and Mutual Release
(collectively, the “Officer Agreements”) with each of Messrs.
Crouch and Kussman and Ms. Bush on September 2,
2020. The effectiveness of the Officer Agreements is
contingent upon the resignations of the executive officers
following the final adjournment of the 2020 Annual Meeting if the
Advisory Nominees Proposal receives more votes cast “FOR” than
“AGAINST” its approval. Pursuant to the Officer
Agreements, the Company will release each resigning officer, and
each resigning officer will release the Company, from any and all
claims that such party may have against the other for acts or
omissions that occurred on or before the date of the respective
Officer Agreement. It also clarifies that the appointment of the
Advisory Nominees to the Board will constitute a “change in
control” under the Company’s Severance and Change in Control Plan,
as amended (the “Plan”), which will entitle each resigning officer
to the severance benefits set forth in the Plan. Pursuant to the
terms of the Plan, each of the executive officers is entitled to
receive a cash severance payment equal to two times such executive
officer’s base salary, paid in a lump sum, plus a pro-rated target
bonus for 2021 fiscal year, health benefit continuation for up to
18 months, and outplacement assistance for 18 months. Each
executive officer will also receive full accelerated vesting of all
outstanding equity awards and a one-year time period to exercise
any stock options. The Officer Agreements requires each of the
resigning officers to comply with certain standstill
provisions.
The Company also entered into Consulting Agreements with each of
Messrs. Crouch and Kussman and Ms. Bush on September 2, 2020
(collectively, the “Consulting Agreements”), in which each of these
executives agreed to provide management transition services to the
Company, contingent upon their resignations becoming effective
following the 2020 Annual Meeting. The Consulting
Agreements provide for a per hour fee to be paid by the Company for
any consulting services agreed to by the Company and the former
executive. The Company is not obligated to use any
consulting services, or make any minimum payments under the
Consulting Agreements.
Contingent Officer Appointment
To
help prepare for the potential transition to the New Director Slate
following the 2020 Annual Meeting, the Company has entered into a
consulting agreement with Danforth Advisors, LLC for Chris
Heberlig, CPA, MBA, to provide management transition services to
the New Director Slate. Contingent upon the 2020 Annual
Meeting
Advisory Nominees Proposal receiving
more votes cast “FOR” than “AGAINST”
its approval,
the New Director Slate has advised the Company that it intends to
appoint
Mr. Heberlig as Chief
Financial Officer
of the Company.
Mr. Heberlig is a seasoned executive with significant experience in
managing and leading teams as well as overseeing the financial and
operational responsibilities of private and publicly traded
bio-technology companies. He has over twenty years of
experience primarily focused on the life sciences industry. His
experience includes senior management roles including previously
serving as Executive Vice President and Chief Financial Officer of
publicly held Kiniksa Pharmaceuticals Ltd. and Senior Vice
President, Finance and Business Operations and Chief Accounting
Officer of publicly held Synageva Biopharma Corp. Earlier in his
career, he held senior financial management positions at Panacos
Pharmaceuticals Inc. and EPIX Pharmaceuticals Inc., both publicly
traded biotechnology companies. Mr. Heberlig began his career at
PwC, a national audit, tax, and advisory services firm. He received
an MBA degree from Boston University and a BA in economics from St.
Lawrence University. He is also a Certified Public Accountant.
The New Director Slate plans to take an active role in assisting
Mr. Heberlig to manage and restart the Company’s
operations. Mr. Heberlig will also be assisted in his
responsibilities by the Company’s continuing financial and
administrative staff, and will be able to draw on the support of
the Company’s former executive officers, each of whom have entered
into the Consulting Agreements discussed above to support
transition activities as necessary.
The foregoing summary of the Cooperation Agreement, the Director
Agreements, the Officer Agreements, the Consulting Agreements, the
2012 Equity Incentive Plan and the Severance and Change in Control
Plan (as amended) does not purport to be complete and is qualified
in its entirety by reference to the full text of such agreements.
The Company filed the Cooperation Agreement, the form of Director
Agreement and the form of Officer Agreement with the Securities and
Exchange Commission (the “SEC”) on July 15, 2020 as Exhibits 10.1,
10.3 and 10.4, respectively, to the Company’s Current Report on
Form 8-K and are incorporated herein by reference. The form
Consulting Agreement was filed as Exhibit B to the Officer
Agreement, which was filed as Exhibit 10.4 to the Current Report on
Form 8-K filed with the SEC on July 15, 2020. The
Company filed its 2012 Equity Incentive Plan with the SEC on
February 13, 2012 as Exhibit 10.15 to the Company’s Current Report
on Form 8-K and is incorporated herein by reference. The Company
filed the Severance and Change in Control Plan with the SEC on
November 9, 2015 as Exhibit 10.2 to the Company’s Quarterly Report
on Form 10-Q and is incorporated herein by reference. The Company’s
Amendment to the Severance and Change in Control Plan was filed
with the SEC on May 20, 2020 as Exhibit 10.1 to the Company’s
Current Report on Form 8-K and is incorporated herein by
reference.
Forward Looking Statements
Any
statements contained in this Current Report on Form 8-K that do not
describe historical facts constitute forward-looking statements as
that term is defined in the Private Securities Litigation Reform
Act of 1995. Any forward-looking statements contained herein are
based on current expectations, but are subject to a number of risks
and uncertainties. These risks and uncertainties and other factors
are identified and described in more detail in the Company’s
filings with the SEC, including its Quarterly Report on Form
10-Q filed with the Securities and Exchange
Commission on August 10, 2020. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date that they were made. These cautionary statements should
be considered with any written or oral forward-looking statements
that the Company may issue in the future. Except as required by
applicable law, including the securities laws of the United
States, the Company does not intend to update any of the
forward-looking statements to conform these statements to reflect
actual results, later events or circumstances or to reflect the
occurrence of unanticipated events.
Important Information and Where to Find It
This
communication may be deemed to be solicitation material in respect
to the Company’s 2020 Annual Meeting of Stockholders to be held
virtually on Tuesday, September 15, 2020 at 9:00 a.m. (Pacific
Daylight Time) (the “2020 Annual Meeting”). On August 6,
2020, the Company filed a definitive proxy statement with the SEC
and mailed a Notice of Internet Availability of Proxy Materials to
its stockholders containing instructions on how to access the proxy
materials for the 2020 Annual Meeting, including the Company’s
definitive proxy statement and annual report for the fiscal year
ended March 31, 2020, over the internet. BEFORE MAKING ANY VOTING
OR INVESTMENT
DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THESE
MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE
CONSIDERED AT THE 2020 ANNUAL MEETING.
Investors and stockholders may obtain, free of charge, copies of
the definitive proxy statement and any other documents filed by the
Company with the SEC in connection with the 2020 Annual Meeting at
the SEC’s website (http://www.sec.gov) and on the
investor
relations section of the Company’s website at
ir.organovo.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
Company’s stockholders in connection with the 2020 Annual Meeting.
Information regarding the special interests of the Organovo
directors and executive officers in the matters to be considered at
the 2020 Annual Meeting is included in the definitive proxy
statement referred to above. The definitive proxy statement is
available free of charge from the sources indicated above.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Cooperation Agreement,
dated July 14, 2020, between the Company and Keith Murphy.
(incorporated by reference from Exhibit 10.1 to the Company’s
Current Report on Form 8-K, as filed with the SEC on July 15,
2020).
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10.2
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Form of Separation and
Mutual Release Agreement with the Company’s directors (incorporated
by reference from Exhibit 10.3 to the Company’s Current Report on
Form 8-K, as filed with the SEC on July 15,
2020).
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10.3
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Form of Separation
Agreement and Release with the Company’s officers (incorporated by
reference from Exhibit 10.4 to the Company’s Current Report on Form
8-K, as filed with the SEC on July 15, 2020).
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10.4
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Form of Consulting
Agreement with the Company’s officers (incorporated by reference
from Exhibit B to Exhibit 10.4 to the Company’s Current Report on
Form 8-K, as filed with the SEC on July 15,
2020).
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10.5
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Organovo Holdings, Inc.
2012 Equity Incentive Plan (incorporated by reference from Exhibit
10.15 to the Company’s Current Report on Form 8-K, as filed with
the SEC on February 13, 2012).
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10.6
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Organovo Holdings, Inc.
Severance and Change in Control Plan (incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, as
filed with the SEC on November 9, 2015).
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10.7
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Amendment to the Organovo
Holdings, Inc. Severance and Change in Control Plan (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, as filed with the SEC on May 20,
2020).
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99.1
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Press Release, dated September 3,
2020.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ORGANOVO HOLDINGS, INC.
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Date: September 3, 2020
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/s/ Taylor
Crouch
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Taylor Crouch
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Chief Executive Officer and President
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Exhibit
99.1
Organovo Regains
Compliance with Nasdaq Minimum Bid Price Requirement
San Diego, CA, September 3, 2020 – Organovo Holdings, Inc. (“Organovo” or the
“Company”) (Nasdaq: ONVO) announced today that it has regained
compliance with the minimum bid price requirement for continued
listing on The Nasdaq Capital Market (the “Minimum Bid Price
Requirement”). On
September 2, 2020, Organovo received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market, Inc. stating
that because Organovo’s common stock had a closing bid price at or
above $1.00 per share for a minimum of ten (10) consecutive
business days, Organovo had regained compliance with the Minimum
Bid Price Requirement and that Nasdaq had closed the
matter.
About Organovo
The Company has historically focused its efforts on developing its
in vivo liver tissues to treat end-stage liver disease and a select
group of life-threatening, orphan diseases, for which there are
limited treatment options other than organ transplantation. On
August 6, 2020, the Company filed a definitive proxy
statement with the Securities and Exchange Commission (the
“SEC”) for its 2020 Annual Meeting of Stockholders to be held
virtually on Tuesday, September 15, 2020 at 9:00 a.m. (Pacific
Daylight Time). Please refer to the proxy statement for
information about the proposals to be voted on at the 2020 Annual
Meeting, including the membership of the Company’s Board of
Directors and the potential future direction of the
Company.
Forward Looking Statements
Any statements contained in
this press release that do not describe historical facts constitute
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements regarding
the Company’s ability to satisfy the continued listing requirements
of The Nasdaq Capital Market. Any forward-looking statements
contained herein are based on current expectations, but are subject
to a number of risks and uncertainties. These risks and
uncertainties and other factors are identified and described in
more detail in the Company’s filings with the SEC, including
its Quarterly Report on Form 10-Q filed with
the SEC on August 10, 2020. You should not place
undue reliance on these forward-looking statements, which speak
only as of the date that they were made. These cautionary
statements should be considered with any written or oral
forward-looking statements that the Company may issue in the
future. Except as required by applicable law, including the
securities laws of the United States, the Company does not
intend to update any of the forward-looking statements to conform
these statements to reflect actual results, later events or
circumstances or to reflect the occurrence of unanticipated
events.
Important Information and Where to Find It
This
communication may be deemed to be solicitation material in respect
to the Company’s 2020 Annual Meeting of Stockholders to be held
virtually on Tuesday, September 15, 2020 at 9:00 a.m. (Pacific
Daylight Time) (the “2020 Annual Meeting”). On August 6,
2020, the Company filed a definitive proxy statement with the
SEC and mailed a Notice of Internet Availability of Proxy Materials
to its stockholders containing instructions on how to access the
proxy materials for the 2020 Annual Meeting, including the
Company’s definitive proxy statement and annual report for the
fiscal year ended March 31, 2020, over the
internet. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED
TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE MATTERS TO BE
CONSIDERED AT THE 2020 ANNUAL MEETING.
Investors and stockholders may obtain, free of charge, copies of
the definitive proxy statement and any other documents filed by the
Company
with the SEC in connection with the 2020 Annual Meeting at the
SEC’s website (http://www.sec.gov)
and on the investor relations section of the Company’s website at
ir.organovo.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
Company’s stockholders in connection with the 2020 Annual Meeting.
Information regarding the special interests of the Organovo
directors and executive officers in the matters to be considered at
the 2020 Annual Meeting is included in the definitive proxy
statement referred to above. The definitive proxy statement is
available free of charge from the sources indicated above.
Organovo:
Taylor J. Crouch
858 224 1000
info@organovo.com
