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Organovo Holdings, Inc. – ‘SC TO-I/A’ on 12/4/12 re: Organovo Holdings, Inc. – EX-99.(A)(1)(D)

On:  Tuesday, 12/4/12, at 7:27pm ET   ·   As of:  12/5/12   ·   Accession #:  1193125-12-490939   ·   File #:  5-86817

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/05/12  Organovo Holdings, Inc.           SC TO-I/A             10:1.8M Organovo Holdings, Inc.           RR Donnelley/FA

Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment No. 2 to Schedule to                      HTML     39K 
 2: EX-99.(A)(1)(A)  Letter to Holders of Original Warrants         HTML     15K 
 3: EX-99.(A)(1)(B)  Offer to Amend and Exercise                    HTML    889K 
 4: EX-99.(A)(1)(C)  Form of Election to Participate and Exercise   HTML     58K 
                          Warrant                                                
 5: EX-99.(A)(1)(D)  Form of Notice of Withdrawal                   HTML     14K 
 6: EX-99.(A)(1)(E)  Form of Bridge Amended Warrant                 HTML     18K 
 7: EX-99.(A)(1)(F)  Form of Investor Amended Warrant               HTML     18K 
 8: EX-99.(A)(1)(G)  Form of Private Amended Warrant                HTML     17K 
 9: EX-99.(A)(1)(H)  Supplemental Company Information               HTML    309K 
10: EX-99.(A)(1)(I)  Supplemental Letter to Holders of Original     HTML     16K 
                          Warrants                                               


EX-99.(A)(1)(D)   —   Form of Notice of Withdrawal


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form of Notice of Withdrawal  

Exhibit (a)(1)(D)

NOTICE OF WITHDRAWAL OF AMENDMENT OF ORIGINAL WARRANTS AND EXERCISE OF

AMENDED WARRANTS

PURSUANT TO THE OFFER TO AMEND AND EXERCISE WARRANTS TO PURCHASE COMMON

STOCK DATED NOVEMBER 16, 2012

(as amended December 4, 2012)

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. (PDT), ON DECEMBER 17, 2012, UNLESS THE OFFER IS EXTENDED

 

To: Organovo Holdings, Inc. 6275 Nancy Ridge Drive San Diego, CA 92121 Attn: Corporate Secretary Fax. No. 858.550.9948

DELIVERY OF THIS NOTICE OF WITHDRAWAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

I previously received a copy of Organovo Holdings, Inc. (the “Company”)’s Offer to Amend and Exercise Warrants to Purchase Common Stock, dated November 16, 2012, and any amendments thereto (the “Offer to Amend and Exercise”). I elected to participate in the Offer to Amend and Exercise, delivered an executed Election to Participate and Exercise Warrants.

I hereby irrevocably withdraw my previously submitted Election to Participate and Exercise Warrants and reject the Offer to Amend and Exercise.

I understand that by rejecting the Offer to Amend and Exercise, my Original Warrants will not be amended or exercised pursuant to the terms of the Offer to Amend and Exercise. I waive any right to receive any notice of the acceptance of this Notice of Withdrawal.

All capitalized terms used but not defined herein shall have the meanings ascribed to the Offer to Amend and Exercise.

Date:                    , 2012

 

                                                                                                       
    (Signature of Warrant Holder)
                                                                                                       
    (Name of Signatory)
                                                                                                       
    (Title, if Warrant Holder is not a natural person)
   
    Telephone:                                                                            
   
    Fax:                                                                                          

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any Notice of Withdrawal will be determined by the Company in its discretion, which determination shall be final and binding


on all parties. The Company reserves the right to reject any or all Notices of Withdrawal that the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer to Amend and Exercise and any defect or irregularity in the Notice of Withdrawal, and the Company’s interpretation of the terms of the Offer to Amend and Exercise (including these instructions) will be final and binding on all parties. No Notice of Withdrawal will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with any Notice of Withdrawal must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in any Notice of Withdrawal, and no person will incur any liability for failure to give any such notice.

IMPORTANT: THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO THE TIME AND DATE OF EXPIRATION OF THE OFFER TO AMEND AND EXERCISE AT 5:00 P.M. (PACIFIC TIME) ON DECEMBER 17, 2012, AS MAY BE EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION. HOWEVER, IF WE HAVE NOT ACCEPTED YOUR TENDERED ORIGINAL WARRANTS AND OTHER ACCEPTANCE AND EXERCISE DOCUMENTS BY JANUARY 16, 2013, WHICH IS THE FORTIETH BUSINESS DAY FROM THE COMMENCEMENT OF THE OFFER TO AMEND AND EXERCISE, YOU MAY CHANGE YOUR MIND AND SUBMIT A NOTICE OF WITHDRAWAL TO US AFTER JANUARY 16, 2013.

**************

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-I/A’ Filing    Date    Other Filings
1/16/13
12/17/12SC TO-I/A
Filed as of:12/5/12
Filed on:12/4/12
11/16/128-K,  SC TO-I
 List all Filings 
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Filing Submission 0001193125-12-490939   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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