Organovo Announces One-for-Twenty Reverse Stock Split
August 17 2020 - 7:05AM
Organovo Holdings, Inc. (the “Company”) (Nasdaq: ONVO) today
announced that it filed a certificate of second amendment to its
certificate of incorporation with the Secretary of State of the
State of Delaware to effect a 1-for-20 reverse stock split of its
common stock. The shares underlying the Company’s outstanding
options and restricted stock unit awards will also be adjusted
accordingly. The reverse stock split will take effect at 5:00 pm
(Eastern Time) on August 18, 2020, and the Company’s common stock
will open for trading on The Nasdaq Capital Market on August 19,
2020 on a post-split basis.
At the Company’s Special Meeting of Stockholders
held on March 26, 2020, the Company’s stockholders approved a
reverse stock split within a range of 1-for 20 and 1-for-40. The
specific ratio of 1-for-20 was approved by the Company’s Board of
Directors.
The reverse stock split is intended to increase
the per share trading price of the Company’s common stock to
satisfy the $1.00 minimum bid price requirement for continued
listing on The Nasdaq Capital Market. As a result of the reverse
stock split, every 20 shares of the Company’s common stock issued
and outstanding prior to the opening of trading on August 19, 2020
will be consolidated into one issued and outstanding share, with no
change in the nominal par value per share of $0.001. No fractional
shares are being issued in connection with the reverse stock split.
Stockholders of record who would otherwise be entitled to receive a
fractional share in connection with the reverse stock split will
receive a cash payment in lieu thereof.
Trading of the Company’s common stock on The
Nasdaq Capital Market will continue, on a split-adjusted basis,
with the opening of the markets on Wednesday, August 19, 2020,
under the existing ticker symbol “ONVO” but with a new CUSIP number
68620A203. The reverse stock split reduces the number of shares of
the Company’s common stock outstanding from approximately 130.6
million pre-reverse stock split shares to approximately 6.5 million
post-reverse stock split shares.
The Company has retained Continental Stock
Transfer & Trust Company, Inc. (“Continental”) to act as its
exchange agent for the reverse stock split. Continental will
provide stockholders of record as of the effective date of the
reverse stock split instructions for the exchange of their
certificates. Stockholders owning shares via a broker or other
nominee will have their positions automatically adjusted to reflect
the reverse stock split, subject to their brokers’ particular
processes, and will not be required to take any action in
connection with the reverse stock split.
About Organovo
The Company has historically focused its efforts
on developing its in vivo liver tissues to treat end-stage liver
disease and a select group of life-threatening, orphan diseases,
for which there are limited treatment options other than organ
transplantation. On August 6, 2020, the Company filed a definitive
proxy statement with the Securities and Exchange Commission (the
“SEC”) for its 2020 Annual Meeting of Stockholders to be held
virtually on Tuesday, September 15, 2020 at 9:00 a.m. (Pacific
Daylight Time). Please refer to the proxy statement for information
about the proposals to be voted on at the 2020 Annual Meeting,
including the membership of the Company’s Board of Directors and
the potential future direction of the Company.
Forward Looking Statements
Any statements contained in this press release
that do not describe historical facts constitute forward-looking
statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include,
but are not limited to, statements regarding the Company’s ability
to regain compliance with the continued listing requirements of The
Nasdaq Capital Market and its ability to remain listed on
The Nasdaq Capital Market exchange. Any forward-looking
statements contained herein are based on current expectations, but
are subject to a number of risks and uncertainties. These risks and
uncertainties and other factors are identified and described in
more detail in the Company’s filings with the SEC, including
its Quarterly Report on Form 10-Q filed with
the SEC on August 10, 2020. You should not place
undue reliance on these forward-looking statements, which speak
only as of the date that they were made. These cautionary
statements should be considered with any written or oral
forward-looking statements that the Company may issue in the
future. Except as required by applicable law, including the
securities laws of the United States, the Company does not
intend to update any of the forward-looking statements to conform
these statements to reflect actual results, later events or
circumstances or to reflect the occurrence of unanticipated
events.
Important Information and Where to Find
It
This communication may be deemed to be
solicitation material in respect to the Company’s 2020 Annual
Meeting of Stockholders to be held virtually on Tuesday, September
15, 2020 at 9:00 a.m. (Pacific Daylight Time) (the “2020 Annual
Meeting”). On August 6, 2020, the Company filed a definitive
proxy statement with the SEC and mailed a Notice of Internet
Availability of Proxy Materials to its stockholders containing
instructions on how to access the proxy materials for the 2020
Annual Meeting, including the Company’s definitive proxy statement
and annual report for the fiscal year ended March 31, 2020,
over the internet. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THESE
MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MATTERS TO BE
CONSIDERED AT THE 2020 ANNUAL MEETING. Investors and
stockholders may obtain, free of charge, copies of the definitive
proxy statement and any other documents filed by the Company with
the SEC in connection with the 2020 Annual Meeting at the SEC’s
website (http://www.sec.gov) and on the investor relations section
of the Company’s website at ir.organovo.com.
Participants in the
Solicitation
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders in connection with the 2020
Annual Meeting. Information regarding the special interests of the
Organovo directors and executive officers in the matters to be
considered at the 2020 Annual Meeting is included in the definitive
proxy statement referred to above. The definitive proxy statement
is available free of charge from the sources indicated above.
Organovo:
Taylor J. Crouch858 224
1000info@organovo.com
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