Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2020, the Board of Directors (the "Board") of Organovo Holdings, Inc. (the "Company") approved an amendment (the "Amendment") to the Company's Severance and Change in Control Plan (the "Severance Plan"), which establishes the amount of severance payments and benefits payable to executives of the Company in the event of a termination of the executive's employment by the Company for reasons other than Cause, death or Disability (each as defined in the Severance Plan) or by the participant for Good Reason (as defined in the Severance Plan) and in connection with a Change in Control (as defined in the Severance Plan). The Amendment makes the following changes to the Severance Plan:



    (a) the definition of Change in Control is amended to (i) clarify that a
        "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange
        Act) shall also include a "group" (within the meaning of Section 13(d)(3)
        of the Exchange Act) for purposes of determining beneficial ownership of
        the Company's shares by a person, (ii) specify that a Change in Control is
        triggered when a majority of members of only non-employee Incumbent
        Directors (as defined in the Severance Plan) is replaced during any twelve
        (12)-month period; (iii) include a liquidation, winding up or dissolution
        of the Company and (iv) make certain clarifying changes;


    (b) the definition of Good Reason is amended to include, for executives who
        are a Tier 1, 2, 3, or 4 Employee (as such terms are defined in the
        Severance Plan), the occurrence of certain Change of Control events;


  (c) the Company's General Counsel is included as a "Tier 1 Employee"; and


    (d) the Severance Plan may be amended without providing two years notice to
        Participants (and any such amendment will remain effective if there is a
        Change of Control during such two year notice period) if such amendment
        does not adversely affect the Participants.

The foregoing descriptions of the Amendment do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Amendment, filed as Exhibit 10.1 to the Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.    Description

   10.1          Amendment to Organovo Holdings, Inc. Severance and Change in
               Control Plan, dated May 19, 2020.







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