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

On October 12, 2022, Organovo Holdings, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the Organovo Holdings Inc. 2022 Equity Incentive Plan (the "Plan").

The Company's Board of Directors previously approved, subject to stockholder approval, the Plan. The Plan will replace the Company's current plan, the Organovo Holdings, Inc. 2012 Equity Incentive Plan (the "2012 Plan"), and the Company will cease granting awards under the 2012 Plan and any shares remaining available for future issuance under the 2012 Plan will be cancelled and will no longer be available for future issuance. The 2012 Plan will continue to govern awards previously granted under it. At the time the Board of Directors approved the Plan, an aggregate of 1,363,000 shares of the Company's common stock were initially reserved for issuance under the Plan. The Company committed to reducing the new Plan share reserve by the number of shares that were granted under the 2012 Plan and the Company's 2021 Inducement Equity Incentive Plan (the "2021 Inducement Plan") between July 25, 2022 and October 12, 2022.From July 25, 2022 to October 12, 2022, the Company issued 126,262 shares of its common stock under the 2012 Plan. As a result, the number of shares reserved for future issuance under the Plan is 1,236,738 shares of our common stock. The Company also committed to reducing the aggregate number of shares of its common stock issuable pursuant to the 2021 Inducement Plan from 750,000 shares to 51,000 shares (which includes 50,000 shares of its common stock issuable pursuant to an outstanding option to purchase common stock with an exercise price of $2.75 per share, leaving only 1,000 shares available for future issuance under the 2021 Inducement Plan) and the share reserve was reduced effective October 12, 2022.

The Plan became effective immediately upon stockholder approval at the Annual Meeting. A more complete summary of the terms of the Plan is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 22, 2022 (the "Proxy Statement"). Such summary is not complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Company held the Annual Meeting on October 12, 2022. Of the 8,712,018 shares of the Company's common stock issued and outstanding as of the September 7, 2022 record date, 3,681,362 shares, or 42.26%, constituting a quorum, were represented at the Annual Meeting either virtually or by proxy.

A description of each proposal voted upon at the Annual Meeting is described in detail in the Proxy Statement. Set forth below is a brief description of each proposal voted upon at the Annual Meeting and the voting results with respect to each proposal.

(1) Election of Directors. The Company's stockholders elected Douglas Jay Cohen and David Gobel as Class II directors, each to hold office until the 2025 Annual Meeting of Stockholders and until his respective successors is elected and qualified. The following table shows the tabulation of the votes cast "For" and "Withheld" for each of Mr. Cohen and Mr. Gobel as well as the "Broker Non-Votes" submitted for this proposal:



    Director           For      Withheld   Broker Non-Votes
Douglas Jay Cohen   1,845,765    90,962       1,744,635



 Director        For      Withheld   Broker Non-Votes
David Gobel   1,879,778    56,949       1,744,635

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(2)Ratification of Auditors. The Company's stockholders ratified the appointment of Mayer Hoffman McCann P.C.as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023, with the approval of 98.36% of the votes cast. The following table shows the tabulation of the votes cast "For" and "Against" this proposal as well as the "Abstentions" submitted for this proposal:



   For      Against   Abstentions
3,586,628   59,677      35,057

(3)Advisory Vote on the Compensation of Named Executive Officers. The Company's stockholders, on a non-binding, advisory basis, approved the compensation of the Company's named executive officers as disclosed in the Proxy Statement, with the approval of 92.40% of the votes cast. The following table shows the tabulation of the votes cast "For" and "Against" this proposal as well as the "Abstentions" and "Broker Non-Votes" submitted for this proposal:



   For      Against   Abstentions   Broker Non-Votes
1,758,846   144,674     33,207         1,744,635

(4)2022 Equity Incentive Plan. The Company's stockholders approved the Plan, as described in the Proxy Statement, with the approval of 94.35% of the votes cast. The following table shows the tabulation of the votes cast "For" and "Against" this proposal as well as the "Abstentions" and "Broker Non-Votes" submitted for this proposal:

For Against Abstentions Broker Non-Votes 1,800,282 107,721 28,724 1,744,635

No other items were presented for stockholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.



Exhibit
  No.     Description

 10.1       Organovo Holdings, Inc. 2022 Equity Incentive Plan.
 104      Cover Page Interactive Data File, formatted in Inline Extensible Business
          Reporting Language (iXBRL).

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