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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2023, Organovo, Inc. (“Organovo”), a wholly-owned subsidiary of Organovo Holdings, Inc., entered into and closed an asset purchase agreement (the “Purchase Agreement”) with Metacrine, Inc. (“Metacrine”). Pursuant to the Purchase Agreement, Organovo acquired Metacrine’s FXR program from Metacrine in consideration of cash payments totaling $4 million, of which $2 million was paid at closing and the remaining $2 million will be due shortly after the completion of the transfer of the FXR program to Organovo. The parties to the Purchase Agreement have agreed to customary representations, warranties and closing conditions for transactions of this type.
The foregoing description of the terms of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Purchase Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to Organovo’s Annual Report on Form 10-K for the year ending March 31, 2023 or pursuant to an amendment to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | |
SIGNATURES
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: March 15, 2023 | ORGANOVO HOLDINGS, INC. | |||||
| By: | /s/ Keith Murphy | |||||
| Keith Murphy | ||||||
| Executive Chairman | ||||||
