Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2023, Organovo, Inc. ("Organovo"), a wholly-owned subsidiary of Organovo Holdings, Inc., entered into and closed an asset purchase agreement (the "Purchase Agreement") with Metacrine, Inc. ("Metacrine"). Pursuant to the Purchase Agreement, Organovo acquired Metacrine's FXR program from Metacrine in consideration of cash payments totaling $4 million, of which $2 million was paid at closing and the remaining $2 million will be due shortly after the completion of the transfer of the FXR program to Organovo. The parties to the Purchase Agreement have agreed to customary representations, warranties and closing conditions for transactions of this type.

The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Purchase Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to Organovo's Annual Report on Form 10-K for the year ending March 31, 2023 or pursuant to an amendment to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



Exhibit
  No.       Description

104         Cover Page Interactive Data File, formatted in Inline Extensible
            Business Reporting Language (iXBRL).

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