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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/21 Organovo Holdings, Inc. S-8 11/09/21 3:88K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 46K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 15K 3: EX-23.1 Consent of Expert or Counsel HTML 5K
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" | Power of Attorney is contained on the signature page |
S-8 |
As filed with the Securities and Exchange Commission on November 9, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Organovo Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 27-1488943 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
440 Stevens Avenue, Suite 200
(Address of Principal Executive Offices) (Zip Code)
Organovo Holdings, Inc. Amended and Restated 2012 Equity Incentive Plan
(Full titles of the plans)
Executive Chairman
Organovo Holdings, Inc.
440 Stevens Avenue, Suite 200
(858) 224-1000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey T. Hartlin, Esq.
Paul Hastings LLP
1117 S. California Avenue
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered | Amount to be registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
Common Stock, $0.001 par value per share, reserved for issuance pursuant to stock options outstanding under the Amended and Restated 2012 Equity Incentive Plan |
149,046 (2) | $6.50 (3) | $968,799.00 |
$89.81 | ||||
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Amended and Restated 2012 Equity Incentive Plan |
750,954 (2) | $6.265 (4) | $4,704,726.81 | $436.13 | ||||
Total |
900,000 | — | $5,673,525.81 | $525.94 | ||||
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(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of common stock, $0.001 par value per share (the “Common Stock”), of the Registrant (as defined below) that become issuable under the Organovo Holdings, Inc. Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. |
(2) | 900,000 shares of Common Stock that were added to the shares reserved for issuance under the 2012 Plan pursuant to an amendment thereto that was approved by the Registrant’s stockholders at the Registrant’s 2021 Annual Meeting of Stockholders held on October 5, 2021. |
(3) | Estimated in accordance with Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee and based on the weighted-average exercise price of the options. |
(4) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and the proposed maximum aggregate offering price with respect to these shares are calculated based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on November 5, 2021, a date within five business days prior to the filing of this Registration Statement. |
EXPLANATORY NOTE
Organovo Holdings, Inc. (the “Registrant”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act to register 900,000 additional shares of Common Stock issuable pursuant to the 2012 Plan, which includes 149,046 shares of Common Stock issuable upon exercise of outstanding options granted pursuant to the 2012 Plan.
The Registrant’s stockholders previously approved the 2012 Plan, including the 327,699 shares of Common Stock initially available for issuance pursuant thereto, on October 17, 2012. On August 21, 2013, the Registrant’s stockholders approved an amendment to the 2012 Plan to increase the number of shares of Common Stock issuable under the 2012 Plan by 250,000 shares. On August 20, 2015, the Registrant’s stockholders approved an amendment to the 2012 Plan to, among other things, increase the number of shares of Common Stock issuable under the 2012 Plan by 300,000 shares. On July 26, 2018, the Registrant’s stockholders approved an amendment to the 2012 Plan to, among other things, increase the number of shares of Common Stock issuable under the 2012 Plan by 550,000 shares. On October 5, 2021, the Registrant’s stockholders approved an amendment to the 2012 Plan to, among other things, increase the number of shares of Common Stock issuable under the 2012 Plan by 900,000 shares.
Pursuant to the Registration Statement on Form S-8 (File No. 333-181324) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on May 11, 2012 (the “2012 Registration Statement”), the Registrant previously registered 327,699 shares of Common Stock under the 2012 Plan. The Registrant also filed: (i) a Registration Statement on Form S-8 (File No. 333-192248) with the Commission on November 8, 2013 (the “2013 Registration Statement”), pursuant to which the Registrant registered 250,000 additional shares of Common Stock issuable pursuant to the 2012 Plan, (ii) a Registration Statement on Form S-8 (File No. 333-209395) with the Commission on February 4, 2016, pursuant to which the Registrant registered 300,000 additional shares of Common Stock issuable pursuant to the 2012 Plan (the “2016 Registration Statement”), and (iii) a Registration Statement on Form S-8 (File No. 333-226839) with the Commission on August 14, 2018, pursuant to which the Registrant registered 550,000 additional shares of Common Stock issuable pursuant to the 2012 Plan (the “2018 Registration Statement” and together with the 2012 Registration Statement, the 2013 Registration Statement and the 2016 Registration Statement, the “Prior Registration Statements”).
All share amounts in this Registration Statement give effect to the 1-for-20 reverse stock split of the Common Stock effected on August 18, 2020.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:
• | The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, filed with the SEC on June 15, 2021; |
• | The Registrant’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2021, filed with the SEC on July 29, 2021; |
• | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 6, 2021; |
• | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 8, 2021; |
• | The Registrant’s definitive proxy statement on Schedule 14A, filed with the SEC on August 5, 2021; |
• | The Registrant’s definitive additional proxy materials on Schedule 14A, filed with the SEC on August 31, 2021; |
• | The Registrant’s definitive additional proxy materials on Schedule 14A, filed with the SEC on September 17, 2021; |
• | The Registrant’s Current Reports on Form 8-K filed with the SEC on April 19, 2021, May 13, 2021, September 17, 2021, October 1, 2021 and October 6, 2021; and |
• | The description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-35996), filed with the SEC on July 26, 2016, including any amendments or reports filed for the purpose of updating such description. |
All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:
Organovo Holdings, Inc.
440 Stevens Ave, Suite 200
(858) 224-1000
Attn: Executive Chairman
ITEM 8. EXHIBITS.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Solana Beach, State of California, on November 9, 2021.
ORGANOVO HOLDINGS, INC. | ||
By: | /s/ Keith Murphy | |
Name: | Keith Murphy | |
Title: | Executive Chairman |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Keith Murphy, Thomas P. Hess and Thomas Jurgensen, and each or any one of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
TITLE |
DATE | ||
/s/ Keith Murphy |
Executive Chairman and Director | November 9, 2021 | ||
Keith Murphy | (Principal Executive Officer) | |||
/s/ Thomas P. Hess |
President and Chief Financial Officer | November 9, 2021 | ||
Thomas P. Hess | (Principal Financial and Accounting Officer) | |||
Director | November 9, 2021 | |||
Douglas Jay Cohen | ||||
/s/ David Gobel |
Director | November 9, 2021 | ||
David Gobel | ||||
Director | November 9, 2021 | |||
Alison Tjosvold Milhous | ||||
/s/ Adam K. Stern |
Director | November 9, 2021 | ||
Adam K. Stern |
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 11/9/21 | |||
11/8/21 | 10-Q | |||
11/5/21 | ||||
10/5/21 | 8-K | |||
9/30/21 | 10-Q | |||
9/17/21 | 8-K, DEFA14A | |||
8/31/21 | DEFA14A | |||
8/6/21 | 10-Q | |||
8/5/21 | DEF 14A, DEFA14A | |||
7/29/21 | 10-K/A | |||
6/30/21 | 10-Q | |||
6/15/21 | 10-K | |||
3/31/21 | 10-K, 10-K/A | |||
8/18/20 | 4 | |||
8/14/18 | 4, S-8 | |||
7/26/18 | 4, 8-K, DEF 14A, PRE 14A | |||
7/26/16 | 8-A12B, 8-K | |||
2/4/16 | S-8 | |||
8/20/15 | 3, 4, 8-K, DEF 14A | |||
11/8/13 | 10-Q, S-8 | |||
8/21/13 | 3, 4, 8-K, DEF 14A | |||
10/17/12 | 8-K, DEF 14A | |||
5/11/12 | 8-K/A, S-8 | |||
List all Filings |