Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 26, 2020, Organovo Holdings, Inc. ("Organovo" or the "Company"), held
its special meeting of Stockholders (the "Special Meeting"). The purpose of the
Special Meeting is described in Organovo's definitive proxy
statement/prospectus/information statement as filed with the Securities and
Exchange Commission (the "SEC") on February 24, 2020 (the "Definitive Proxy
Statement") relating to the pending merger (the "Merger") with Tarveda
Therapeutics, Inc. ("Tarveda"), which Organovo first mailed to its stockholders
on or about February 26, 2020.
Of the 130,497,563 shares of the Company's common stock outstanding as of
February 14, 2020 (the "Record Date"), 98,916,422 shares, or 75.79%, were
represented at the Special Meeting either in person or by proxy, which total
constituted a quorum of the issued and outstanding shares as of the Record Date.
The final voting results for Organovo Proposal No. 2, 3 and 5, as set forth in
the Definitive Proxy Statement, are set forth below. To allow additional time
for stockholders to vote on Organovo Proposal Nos. 1 and 4, as set forth in the
Definitive Proxy Statement, Organovo adjourned the meeting with respect to such
proposals until 10:00 a.m. Pacific Time, on April 7, 2020.
The Special Meeting will be reconvened on April 7, 2020 at 10:00 a.m. Pacific
Time for the sole purpose of allowing additional time for stockholders to vote
on Organovo Proposal Nos. 1 and 4 (the "Reconvened Meeting"). The Reconvened
Meeting will be held as a virtual (online) meeting, accessible by visiting
www.virtualshareholdermeeting.com/ONVO2020.
The number of votes cast "For" and "Against" and the number of "Abstentions" and
"Broker Non-Votes" with respect to Organovo Proposal Nos. 2, 3 and 5 are set
forth below.
Proposal Two: Reverse Stock Split
Stockholders voted to approve an amendment to the Organovo certificate of
incorporation effecting a reverse stock split of Organovo common stock, at a
ratio of one (1) new share for every 20 to 40 shares of outstanding Organovo
common stock. The voting results were as follows:
For Against Abstain
87,952,806 9,737,552 1,229,193
Proposal Three: Compensation of Named Executive Officers in Connection with
Merger
Stockholders voted to approve, on a non-binding advisory vote basis,
compensation that will or may become payable by Organovo to its named executive
officers in connection with the Merger, each as described in the Definitive
Proxy Statement. The voting results were as follows:
For Against Abstain Broker Non-Votes
40,654,433 20,977,564 1,401,822 35,885,732
Proposal Five: Adjournment of the Special Meeting
Stockholders voted to approve the authorization to adjourn the Special Meeting,
if necessary, to solicit additional proxies if there are not sufficient votes in
favor of Organovo Proposal Nos. 1, 2, 3 and 4. The voting results were as
follows:
For Against Abstain
47,848,437 46,929,658 4,141,456
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Item 8.01 Other Events.
On March 27, 2020, the Company issued a press release regarding the adjournment
of the Special Meeting. The Company's press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated March 27, 2020, issued by Organovo Holdings,
Inc.
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