Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on December 13, 2020, Organovo Holdings, Inc. (the "Company" or "Organovo") entered into an Agreement and Plan of Merger and Reorganization by and among the Company, Opal Merger Sub, Inc. and Tarveda Therapeutics, Inc. ("Tarveda"), as amended by that First Amendment to Merger Agreement, dated January 26, 2020 (the "Merger Agreement").

On April 7, 2020, the Company terminated the Merger Agreement pursuant to Section 9.1(d) thereof, due to the merger related proposal not being approved by the Company's stockholders at the Special Meeting (as defined below) as further described below. Pursuant to the terms of the Merger Agreement, Organovo is obligated to reimburse certain of Tarveda's merger-related expenses not to exceed $300,000, which is offset by any amounts of Tarveda's portion of shared expenses incurred by Organovo.

The description of the provisions of the Merger Agreement that were material to the Company, are set forth in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 16, 2019 and January 29, 2020 and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 7, 2020, the Company reconvened the Special Meeting of Stockholders that was originally held on March 26, 2020 (the "Special Meeting") and adjourned until April 7, 2020. The purpose of the Special Meeting is described in Organovo's definitive proxy statement/prospectus/information statement as filed with the SEC on February 24, 2020 (the "Definitive Proxy Statement") relating to the pending merger (the "Merger") with Tarveda Therapeutics, Inc. ("Tarveda"), which the Company first mailed to its stockholders on or about February 26, 2020.

Organovo Proposal Nos. 2, 3 and 5, as described in the Definitive Proxy Statement, were approved at the Special Meeting on March 26, 2020 and the polls were closed with respect to such proposals, as described in the Company's Current Report on Form 8-K filed with the SEC on March 27, 2020. 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 Special Meeting with respect to such proposals until 10:00 a.m. Pacific Time, on April 7, 2020 after which the Special Meeting was finally adjourned on April 7, 2020.

Of the 130,497,563 shares of the Company's common stock outstanding as of February 14, 2020 (the "Record Date"), 99,069,635 shares, or 75.91%, 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 number of votes cast "For" and "Against" and the number of "Abstentions" and "Broker Non-Votes" with respect to Organovo Proposal Nos. 1 and 4 are set forth below.

Proposal One: Issuance of Organovo Common Stock in the Merger

Stockholders did not approve the issuance of shares of Organovo common stock in the Merger to the Tarveda securityholders in accordance with the terms of the Merger Agreement. The voting results were as follows:





   For        Against     Abstain   Broker Non-Votes
23,427,937   40,271,580   396,572      34,973,546







Proposal Four: Approval of the Combined Organization 2020 Equity Incentive Plan

Stockholders did not vote to approve the adoption of the Combined Organization 2020 Equity Incentive Plan. The voting results were as follows:





   For       Against     Abstain   Broker Non-Votes
9,630,424   53,646,035   819,630      34,973,546











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Item 8.01 Other Events.

On April 7, 2020, the Company issued a press release regarding the termination of the Merger Agreement and the voting results 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 April 7, 2020, issued by Organovo Holdings,
          Inc.

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