Organovo Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2024, Organovo Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Organovo Holdings, Inc. 2022 Equity Incentive Plan (the “Amended and Restated Plan”) to increase the number of shares reserved for issuance thereunder by 1,775,000 shares. The Amended and Restated Plan was previously approved by the Board of Directors of the Company (the “Board”), subject to stockholder approval.
The Amended and Restated Plan became effective immediately upon stockholder approval at the Annual Meeting. A more complete summary of the terms of the Amended and Restated Plan is set forth in “Proposal 4: Approval of Amendment and Restatement of the Organovo Holdings, Inc. 2022 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 1,775,000 Shares” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2024 (the “Proxy Statement”), which description and text are incorporated herein by reference.
The foregoing description of the terms of the Amended and Restated Plan and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on November 20, 2024. Of the 15,365,826 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issued and outstanding as of the September 23, 2024 record date, 6,626,882 shares, or 43.12%, 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 Alison Tjosvold Milhous and Vaidehi Joshi as Class I directors, each to hold office until the 2027 Annual Meeting of Stockholders and until her respective successors is elected and qualified. The following table shows the tabulation of the votes cast “For” and “Withheld” for each of Ms. Milhous and Ms. Joshi as well as the “Broker Non-Votes” submitted for this proposal:
Director |
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For |
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Withheld |
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Broker Non-Votes |
Alison Tjosvold Milhous |
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3,437,284 |
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272,550 |
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2,917,048 |
Director |
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For |
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Withheld |
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Broker Non-Votes |
Vaidehi Joshi |
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3,485,882 |
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223,952 |
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2,917,048 |
(2) Ratification of Auditors. The Company’s stockholders ratified the appointment of Rosenberg Rich Baker Berman P.A. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025, with the approval of 89.25% 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 |
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Against |
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Abstentions |
5,839,178 |
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702,605 |
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85,099 |
(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 92.30% 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 |
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Against |
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Abstentions |
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Broker Non-Votes |
2,994,352 |
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249,757 |
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465,725 |
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2,917,048 |
(4) Amendment & Restatement of the 2022 Equity Incentive Plan to Increase Shares. The Company’s stockholders approved the amendment and restatement of the Organovo Holdings, Inc. 2022 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,775,000 shares, as described in the Proxy Statement, with the approval of 89.41% 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 |
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Against |
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Abstentions |
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Broker Non-Votes |
2,888,923 |
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342,150 |
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478,761 |
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2,917,048 |
(5) Approval of Reverse Stock Split. The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect, in the sole discretion of the Board at any time on or before November 20, 2025, a reverse stock split of the Common Stock, at a ratio to be determined by the Board within a range of 1-to-5 to 1-to-20 (or any number in between), without reducing the authorized number of shares of Common Stock and without further approval or authorization of our stockholders, as described in the Proxy Statement, with the approval of 88.64% 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 |
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Against |
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Abstentions |
5,828,364 |
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746,873 |
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51,645 |
No other items were presented for stockholder approval at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
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10.1 |
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Organovo Holdings, Inc. – Amended and Restated 2022 Equity Incentive Plan. |
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104 |
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Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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.
Date: November 22, 2024 |
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ORGANOVO HOLDINGS, INC. |
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By: |
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/s/ Keith Murphy |
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Keith Murphy |
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Executive Chairman |