Organovo Holdings Files 8-K for Material Agreement

TL;DR

Organovo Holdings signed a material definitive agreement on May 8th, filing an 8-K on May 13th.

AI Summary

Organovo Holdings, Inc. filed an 8-K on May 13, 2024, reporting a material definitive agreement entered into on May 8, 2024. The filing also includes other events and financial statements/exhibits. The company, formerly known as Real Estate Restoration & Rental, Inc., is incorporated in Delaware and headquartered in San Diego, California.

Why It Matters

This 8-K filing indicates a significant new agreement for Organovo Holdings, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Players & Entities

• Organovo Holdings, Inc. (company) — Registrant
• May 08, 2024 (date) — Date of earliest event reported
• May 13, 2024 (date) — Date of Report
• Real Estate Restoration & Rental, Inc. (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• San Diego, California (location) — Principal Executive Offices
• 001-35996 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ONVO The Nasdaq Stock Mar
• $0.80 — at a combined public offering price of $0.80 per share and accompanying Common Warra
• $0.799 — at a combined public offering price of $0.799 per Pre-Funded Warrant and accompanying
• $0 — se price for the Pre-Funded Warrants is $0.001, subject to adjustment as provided
• $4.7 million — received net proceeds of approximately $4.7 million from the Offering, after deducting the

Filing Documents

• onvo-20240508.htm (8-K) — 56KB
• onvo-ex4_1.htm (EX-4.1) — 152KB
• onvo-ex4_2.htm (EX-4.2) — 132KB
• onvo-ex10_1.htm (EX-10.1) — 191KB
• onvo-ex10_2.htm (EX-10.2) — 239KB
• onvo-ex99_1.htm (EX-99.1) — 11KB
• img73928077_0.jpg (GRAPHIC) — 19KB
• 0000950170-24-058805.txt ( ) — 1038KB
• onvo-20240508.xsd (EX-101.SCH) — 24KB
• onvo-20240508_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 8, 2024, Organovo Holdings, Inc. (the "Company") priced a best efforts public offering (the "Offering") of: (i) 1,562,500 shares of its common stock, par value $0.001 per share ("Common Stock"), and accompanying common warrants ("Common Warrants") to purchase up to 1,562,500 shares of Common Stock at a combined public offering price of $0.80 per share and accompanying Common Warrant to purchase one share of common stock and (ii) pre-funded warrants ("Pre-Funded Warrants") to purchase 5,000,000 shares of Common Stock and accompanying Common Warrants to purchase up to 5,000,000 shares of Common Stock at a combined public offering price of $0.799 per Pre-Funded Warrant and accompanying Common Warrant to purchase one share of Common Stock. The per share exercise price for the Pre-Funded Warrants is $0.001, subject to adjustment as provided therein. The Pre-Funded Warrants are exercisable immediately and will expire when exercised in full. Each holder of a Pre-Funded Warrant will not have the right to exercise any portion of its Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% (or, at the election of the purchaser, 4.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise (the "Pre-Funded Warrant Beneficial Ownership Limitation"); provided, however, that upon 61 days' prior notice to the Company, the holder may increase the Pre-Funded Warrant Beneficial Ownership Limitation, but not to above 9.99%. The exercise price and number of shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants will be subject to adjustment in the event of any stock dividend, stock split, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Pre-Funded Warrants. The holders may exercise the Pre-Funded Warrants by means of a "cashless exercise." The per share ex

01 Other Events

Item 8.01 Other Events. The Company issued a press release announcing the pricing of the Offering on May 8, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Number Description 4.1 Form of Common Warrant. 4.2 Form of Pre-Funded Warrant. 10.1 Placement Agency Agreement, dated May 8, 2024, between the Company and JonesTrading Institutional Services LLC. 10.2* Form of Securities Purchase Agreement, dated May 8, 2024. 99.1 Press Release, dated May 8, 2024. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). *Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. * * *

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Organovo Holdings, Inc. Date: May 13, 2024 By: /s/ Keith Murphy Name: Keith Murphy Title: Executive Chairman

View Full Filing

View this 8-K filing on SEC EDGAR