Item 3.03. Material Modifications of Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On
As previously disclosed in a Current Report on Form 8-K filed with the
As a result of the Reverse Stock Split, every twenty (20) shares of the Company's pre-Reverse Stock Split common stock will be combined and reclassified into one (1) share of post-Reverse Stock Split common stock. Proportionate voting rights and other rights of common stock holders will not be affected by the Reverse Stock Split.
No fractional shares will be issued in connection with the Reverse Stock Split.
All shares of common stock (including fractions thereof) issuable upon the
Reverse Stock Split held by a stockholder of record prior to the Reverse Stock
Split shall be aggregated for purposes of determining whether the Reverse Stock
Split would result in the issuance of any fractional share. Stockholders of
record who would otherwise hold a fractional share of common stock will be
entitled to receive payment in cash in lieu of any such resulting fractional
shares of common stock as the post-Reverse Stock Split amounts of common stock
will be rounded down to the nearest full share. Such cash payment in lieu of a
fractional share of common stock will be calculated by multiplying such
fractional interest in one share of common stock by the closing trading price of
the Company's common stock on
The Reverse Stock Split is intended to increase the per share trading price of
the Company's common stock to satisfy the
The Company's transfer agent,
The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Second Amendment to the Certificate of Incorporation ofOrganovo Holdings, Inc. , filed with the Secretary of State of theState of Delaware onAugust 17, 2020 . 99.1 Press Release issued byOrganovo Holdings, Inc. onAugust 17, 2020 .
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