Washington, D.C. 20549 



(Amendment No. 1)



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):   September 15, 2020



(Exact name of registrant as specified in its charter)


Commission File Number: 001-35996





(State or other jurisdiction

of incorporation)


(I.R.S. Employer

Identification No.)


440 Stevens Avenue, Suite 200

Solana Beach, CA 92075

(Address of principal executive offices, including zip code)


(858) 224-1000


(Registrant’s telephone number, including area code)


(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act: 



(Title of each class)



(Trading symbol(s))


(Name of each exchange on which registered)

Common Stock, $0.001 par value




The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).   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 13(a) of the Exchange Act.  











Explanatory Note


On September 17, 2020, Organovo Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other matters, the voting results of its 2020 Annual Meeting of Stockholders held on September 15, 2020 (the “2020 Annual Meeting”).  In the Original Form 8-K, the Company correctly reported the voting results for Proposal No. 4, the advisory vote on the compensation of the Company’s named executive officers (“Proposal No. 4”), which approved Proposal No. 4, but incorrectly stated in the text of the Original Form 8-K that Proposal No. 4 was not approved by the Company’s stockholders.  The Company is filing this amendment to the Original Form 8-K to state that Proposal No. 4 was approved by the Company’s stockholders.


Item 5.07  Submission of Matters to a Vote of Security Holders

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. 








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:  September 21, 2020

/s/ Keith Murphy                              


Keith Murphy


Chief Executive Officer and President