Organovo Announces Termination of Merger Agreement with Tarveda Therapeutics
April 07 2020 - 4:12PM
Business Wire
Organovo Holdings, Inc. (“Organovo”) (Nasdaq: ONVO)
announced today that it has terminated the merger agreement with
Tarveda Therapeutics, Inc. (“Tarveda”), originally announced on
December 16, 2019, and will continue to operate as an independent
company. The Company had submitted the merger proposal and other
related proposals to be voted upon at a Special Meeting of
Stockholders, as described in its definitive proxy materials filed
with the Securities and Exchange Commission on February 24, 2020.
The Special Meeting of Stockholders was held on March 26, 2020 and
adjourned until today. At today’s reconvened special meeting,
Organovo’s stockholders did not approve the merger related proposal
and Organovo terminated the merger agreement in accordance with its
terms.
“I would like to thank our stockholders for their dedicated
engagement in reviewing our merger proposal, and we look forward to
laying out our go forward strategic plan in the coming weeks,”
commented Taylor J. Crouch, CEO. “I would like to deeply thank
Organovo’s team, our Board of Directors, our advisors, and our
outstanding counterparts at Tarveda Therapeutics for the months of
diligent effort and well-intentioned negotiations to put forward
the business combination proposal. We continue to believe that
Tarveda is an exciting and innovative company, and we wish them
much success in their on-going mission to bring significant
advancements to the treatment of a broad range of patients
suffering from solid tumor malignancies.”
Organovo notes that among other items voted upon through this
process, its stockholders have approved the proposal to effect a
reverse stock split of 1 share for every 20 to 40 shares of
existing common stock, such reverse stock split to be carried out
at the Board’s discretion.
About Organovo
Organovo has been a pioneer in the development of 3-D bioprinted
tissues comprised of human cells. After Organovo concluded that it
had not generated decisive scientific data supporting the prolonged
functionality and therapeutic benefit of its lead therapeutic liver
tissue candidate, Organovo implemented a restructuring plan to
significantly reduce expenses in order to focus on evaluating
strategic alternatives, while retaining certain key management, IP,
licenses, collaborations, and proprietary equipment.
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. Any forward-looking statements contained herein are
based on current expectations, but are subject to a number of risks
and uncertainties. Forward-looking statements include, but are not
limited to, statements regarding how the Company intends to proceed
following the termination of the Merger Agreement with Tarveda. The
factors that could cause the Company's actual future results to
differ materially from current expectations include, but are not
limited to, risks and uncertainties relating to the Company may not
be successful in completing another strategic transaction on
favorable terms, on a timely basis, or at all; the Company may not
recognize the benefits of its cost reduction efforts; the Company
may incur unanticipated costs and charges; the Company may not be
able to continue to support its ongoing operations with its cash
resources or advance any research and development activities; the
Company may not be able to pursue any dissolution and liquidation
of the Company and return cash to stockholders on a timely or
cost-effective basis, or at all; and the Company’s ability to
regain compliance with the Nasdaq Capital Market’s listing
requirements and ability to remain listed on the Nasdaq Capital
Market exchange. These and other factors are identified and
described in more detail in the Company's filings with the SEC,
including its Annual Report on Form 10-K filed with the SEC on June
3, 2019 and its Quarterly Report on Form 10-Q filed with the SEC on
February 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200407005797/en/
Organovo: Taylor J. Crouch 858 224 1000
info@organovo.com
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