7. Subsequent Events
On July 9, 2013, the Company announced that its common stock had been approved to list on the NYSE MKT. Shares began trading on
the New York Stock Exchange on July 11, 2013. The Company continues to trade under the symbol “ONVO” but withdrew its shares from quotation on the OTC QX concurrent with listing its shares on the NYSE MKT.
On July 18, 2013, the Company announced that Richard A. Heyman, Ph.D. has been nominated to be elected to the Company’s Board of Directors at
the Annual Meeting of the Stockholders scheduled to be held on August 21, 2013. Dr. Heyman is expected to replace Andras Forgacs on the Company’s Board. Following Dr. Heyman’s election to the Company’s Board of
Directors, the Board will increase the current majority of independent directors from three to four members. The Company’s Board has formally endorsed Dr. Heyman’s candidacy in the Company’s Proxy Statement, filed on
July 12, 2013.
A shelf registration statement on Form S-3 (File No. 333-189995), or shelf, was filed with the SEC on July 17,
2013 authorizing the offer and sale in one or more offerings of up to $100,000,000 in aggregate of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the
foregoing, either individually or as units comprised of one or more of the other securities. This shelf was declared effective by the SEC on July 26, 2013.
On July 25, 2013, Andras Forgacs, a member of the Board of Directors, announced his resignation from the Board, effective immediately. There were no disagreements between Mr. Forgacs and the
Company relative to his resignation.
Subsequent to June 30, 2013, the Company had 1,242,478 warrants exercised on a cashless basis, for
a net issuance of 981,055 shares and 225,000 warrants exercised for 225,000 common shares for cash proceeds to the Company of $609,000.
August 2, 2013, the Company, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Lazard Capital Markets LLC, acting as representative of the underwriters named in the Underwriting Agreement (the
“Underwriters”) and joint book-runner with Oppenheimer & Co. Inc., relating to the issuance and sale of 10,350,000 shares of the Company’s common stock, par value $0.001 per share (the “Offering”), which includes
the issuance and sale of 1,350,000 shares pursuant to an overallotment option exercised by the Underwriters on August 5, 2013. JMP Securities LLC and Maxim Group LLC each acted as co-managers for the offering. The price to the public in the
Offering was $4.50 per share, and the Underwriters purchased the shares from the Company pursuant to the Underwriting Agreement at a price of $4.23 per share. The net proceeds to the Company from the Offering were approximately $43.3 million, after
deducting underwriting discounts and commissions and estimated Offering expenses of $2.8 million payable by the Company, including the Underwriters’ exercise of the overallotment option. The transactions contemplated by the Underwriting
Agreement closed on August 7, 2013.
The Underwriting Agreement contained customary representations, warranties and agreements by the
Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of
specific dates indicated therein, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Underwriting Agreement.