Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The disclosures required by this Item are incorporated by reference from the
disclosures set forth under Item 8.01 below.
8.01 Other Events.
On December 26, 2019, Organovo Holdings, Inc. (the "Company" or "Organovo")
received notice from The Nasdaq Stock Market LLC ("Nasdaq") that the Company has
been granted an additional 180 calendar days, or until June 22, 2020, to regain
compliance with the minimum $1.00 bid price per share requirement of the Nasdaq
listing rules.
As previously disclosed, on June 25, 2019, the Company received a written
notification from Nasdaq's Listing Qualifications Staff that it had failed to
comply with Nasdaq Listing Rule 5450(a)(1) because the bid price for the
Company's common stock over a period of 30 consecutive business days prior to
such date had closed below the minimum $1.00 per share bid price requirement for
continued listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company was afforded an initial period of 180 calendar days, or until
December 23, 2019, to regain compliance with Rule 5450(a)(1).
The Company determined that it would not be in compliance with Rule 5450(a)(1)
by the December 23, 2019 deadline, and on December 19, 2019, submitted an
application to transfer the Company's common stock from listing on The Nasdaq
Global Market to The Nasdaq Capital Market. Doing so allowed the Company to
become eligible for an additional 180 day compliance period provided to
companies listed on The Nasdaq Capital Market. Such extension is subject to the
Company meeting the continued listing requirements for market value of publicly
held shares and all other initial listing standards for The Nasdaq Capital
Market, with the exception of the minimum $1 bid price requirement. The Company
is also required to confirm its intention to cure the bid price deficiency
during the second compliance period by effecting a reverse stock split, if
necessary.
In its December 19, 2019 transfer application, the Company indicated that it was
in compliance with all of the initial listing standards for The Nasdaq Capital
Market, with the exception of the bid price requirement, and provided written
notice of its intention to cure the bid price deficiency during the second
compliance period by effecting a reverse stock split, if necessary.
Accordingly, at the opening of business on December 27, 2019, the listing of the
shares of the Company's common stock was transferred from the Nasdaq Global
Market to the Nasdaq Capital Market. The Company's common stock will continue to
trade under the symbol "ONVO."
If at any time before June 22, 2020 the bid price of the Company's common stock
closes at or above $1.00 per share for a minimum of 10 consecutive business
days, Nasdaq will provide written notice that the Company has achieved
compliance with the Nasdaq continued listing rules. If the Company does not
regain compliance by the June 22, 2020 deadline, the Company expects that Nasdaq
will provide written notice that the Company's common stock will be delisted. At
that time, the Company may appeal Nasdaq's determination to a Nasdaq hearing
panel.
The Company believes that the completion of the reverse stock split contemplated
in connection with its proposed merger (the "Merger") with Tarveda Therapeutics,
Inc. ("Tarveda"), as described in the Company's Current Report on Form 8-K as
filed with the Securities and Exchange Commission (the "SEC") on December 16,
2019 and in its Registration Statement on Form S-4, containing a proxy
statement/prospectus/information statement, as filed with the SECon December 23,
2019, will address the Nasdaq compliance matter described in this Current Report
on Form 8-K. The Company will continue to monitor the bid price of its common
stock and consider various other options available to it if its common stock
does not trade at a level that is likely to regain compliance by the June 22,
2020 deadline.
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended) concerning Organovo and
Tarveda, the proposed Merger and the Company's ability to maintain its listing
on The Nasdaq Capital Market. These statements are based on current beliefs of
the management of Organovo and Tarveda, as well as assumptions made by, and
information currently available to, the respective management
teams. Forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or conditions,
and include words such as "may," "will," "should," "would," "expect,"
"anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and
other similar expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are subject to risks and
uncertainties and are not guarantees of future performance. Actual results could
differ materially from those
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contained in any forward-looking statement as a result of various factors,
including, without limitation: the risk that the conditions to the closing of
the proposed Merger are not satisfied, including the failure to obtain
stockholder approval for the transaction in a timely manner or at all;
uncertainties as to the timing of the consummation of the proposed Merger and
the ability of each of Organovo and Tarveda to consummate the transaction; risks
related to Organovo's continued listing on The Nasdaq Capital Market until
closing of the proposed Merger and the ability of the combined company to
maintain its listing if the transaction is consummated; risks related to
Organovo's ability to correctly estimate its operating expenses, its expenses
associated with the proposed Merger and its net cash as of the closing of the
transaction; the risk that as a result of adjustments to the exchange ratio,
Organovo stockholders and Tarveda stockholders could own more or less of the
combined company than is currently anticipated; competitive responses to the
proposed Merger; unexpected costs, charges or expenses resulting from the
proposed Merger; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
Merger; legislative, regulatory, political and economic developments; the
combined company's expected cash position at the closing of the proposed Merger
and other factors discussed in the risk factors included in Organovo's
Registration Statement on Form S-4, containing a proxy
statement/prospectus/information statement, and its most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the SEC. In addition, the forward-looking statements included in this
communication represent Organovo's and Tarveda's views as of the date hereof.
Organovo and Tarveda anticipate that subsequent events and developments will
cause their respective views to change. However, while Organovo and Tarveda may
elect to update these forward-looking statements at some point in the future,
Organovo and Tarveda specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing Organovo's
or Tarveda's views as of any date subsequent to the date hereof.
Important Additional Information Will be Filed with the SEC
On December 23, 2019, Organovo filed a Registration Statement on Form S-4 with
the SEC, which included a preliminary proxy statement/prospectus/information
statement. A definitive proxy statement/prospectus/information statement will be
filed with the SEC and mailed to the stockholders of Tarveda and Organovo once
the Registration Statement becomes effective. Each party may file other
documents with the SEC in connection with the proposed Merger. INVESTORS AND
STOCKHOLDERS OF ORGANOVO AND TARVEDA ARE URGED TO READ THESE MATERIALS CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION ABOUT ORGANOVO, TARVEDA, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and stockholders may obtain free copies of the documents filed with
the SEC through the website maintained by the SEC at www.sec.gov. Investors and
stockholders may also obtain free copies of the documents filed by Organovo with
the SEC by contacting Organovo by mail at Organovo Holdings, Inc., 440 Stevens
Avenue, Suite 200, Solana Beach, CA 92075, Attention: Corporate Secretary.
Investors and stockholders are urged to read the definitive proxy
statement/prospectus/information statement and the other relevant materials when
they become available before making any voting or investment decision with
respect to the proposed Merger.
Non-Solicitation
This communication does not constitute an offer to sell or solicitation of an
offer to buy any securities, nor will there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
Participants in the Solicitation
Organovo and its directors and executive officers and Tarveda and its directors
and executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Organovo in connection with the proposed
Merger. Information regarding the special interests of the Organovo and Tarveda
directors and executive officers in the proposed Merger is included in the proxy
statement/prospectus/information statement referred to above. Additional
information regarding the directors and executive officers of Organovo is
included in Organovo's Definitive Proxy Statement on Schedule 14A relating to
the 2019 Annual Meeting of Stockholders, filed with the SEC on July 26, 2019.
These documents are available free of charge from the sources indicated above.
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