Changing the shape of medical research and practice
This FAQ is for general information about Organovo.
Please also see our FAQ for SEC filing interpretation.
This information was last updated on January 21, 2014 and should be considered current as of that date.
Through investor inquiries, Organovo became aware of a potential problem with Kanagawa Associates' representations of selling Organovo stock at a discount in October 2013. When we received inquiries we explained that we had no relationship with Kanagawa and that our stock was instead publicly traded through licensed broker/dealers. We believe that as a result of our expressed concerns and those of investors, several regulatory agencies including those in Japan and Scandinavia successfully posted warnings about Kanagawa in the territories they were operating, which to our knowledge did not include the United States.
To the Company’s knowledge, Kanagawa never actually sold shares to any investors, but is alleged instead to have simply accepted wired funds and not returned them. The practice of “cold-calling” is explicitly defined on the Japanese Financial Services Agency website warning as this practice – not actually selling shares, but promising to do so and then simply keeping the funds. The Japanese site also lists a “cold-calling” firm named “Tesla Acquisition Corporation”, so we assume that Organovo is not the only stock that cold-callers have used as bait. However, Organovo is unaware of how any such activity taking place outside the equity markets and not involving a broker/dealer who could actually sell shares can be hypothesized to have a material impact on the trading price of a NYSE MKT stock that has an average trading volume of over $60M a day.
Organovo had very little institutional ownership in the early days of the stock prior to our uplisting to the NYSE MKT, but institutional holdings have grown since then. The company targeted a fully institutional round for its August, 2013 financing round that brought in $46.6M in investment. With the help of the highly regarded investment bankers at Lazard and Oppenheimer, we achieved this, attracting investment from top healthcare investors who have some of the best research teams in the market. Our institutional holdings are strong and we intend to continue outreach to institutional investors by conducting activities such as those at last year’s Piper Jaffray and Oppenheimer Conferences, and by holding ongoing meetings through multiple investment banks who make introductions to institutional investment funds.
No, those numbers were taken from the Company’s three-month transition report for the period from January 1, 2013 and ending March 31, 2013. As such, they represent quarterly cash compensation for our named executives.
Organovo, Inc. was incorporated in 2007 to advance bioprinting technology and began its operations in San Diego, California in January 2009. Read more about our company's history.
The common stock of Organovo Holdings, Inc. became publicly traded on February 14, 2012.
Organovo’s common stock is publicly traded on NYSE MKT, under the symbol ONVO.
There are no currently marketed in vitro cell assays that use 3D Bioprinting in any way. There are cell models and 3D culture models that we believe do not achieve adequate representation of human biology, as evidenced by the fact that 40% of total pharma R&D spending is on drugs that fail in human trials. Current animal trials and human cellular models simply do not reproduce human biology sufficiently to be predictive. Many current products have limited markets specifically because of their lack of strong performance to customer needs.
Based on the data achieved to date with 3D Bioprinted tissues such as our 3D Liver, we see performance that has never been achieved previously. For example, in comparison to 2D cell cultures of human liver, which is by far the common standard used in the industry today, with over 90% market share, our 3D Liver tissues last for 40 days instead of 2 days, and demonstrate exceptional liver functional activity for that entire time. In short, in the same way that 3D printing enables new materials, structure complexity and manufactured item performance over the old tools of casting and molding, our technology is opening up brand new horizons in life science.
Other 3D Bioprinting efforts exist, but to date we have developed the only technology that can create tissues that consist entirely of human cells. We respect and partner with a number of the key academic centers also working on 3D Bioprinting. As it is very uncommon to see industries in which a full monopoly is maintained by any one company, we do expect competition to arise, but we expect to have excellent opportunities regardless. Rather than expecting Organovo to be the only 3D Bioprinting player in the future, investors might best consider Organovo to have the potential for a future market share befitting an early leader with strong intellectual property. Organovo notes that both the original biotechnology wave (Amgen, Genentech, Biogen, Genzyme) and the newer 3D Printing space have had multiple leaders, none of whom had complete IP control of the space, and each company achieved highly and retained tremendous potential as the market expanded. Organovo must execute strongly to achieve such potential, but does not have to achieve monopoly to do so.
Our CUSIP is 68620A 10 4.
Organovo, Inc. has been an operating company in San Diego, California since 2009 and currently operates as a fully owned subsidiary of Organovo Holdings, Inc. As a vehicle to provide capital for Organovo, Inc. operations and to provide access to public markets for equity securities, Organovo, Inc. entered into a reverse merger with Organovo Holdings, Inc. in February, 2012 concurrent with a private placement financing. Organovo Holdings, Inc. was a publicly traded shell company before completion of the reverse merger. Upon effectiveness of the reverse merger, former officers and directors of Organovo Holdings, Inc. resigned their positions and officers and directors associated with Organovo, Inc. assumed control of Organovo Holdings, Inc. In aggregate, approximately $15.2 million was raised in the private placement.
Subsequently, in August, 2013, Organovo Holdings, Inc. raised $46.6M in a fully underwritten secondary offering. Because of this, the Company is no longer treated as a reverse merger company in terms of qualification for exchange listing in compliance with SEC regulations.
No. You may purchase Organovo’s common stock through a registered brokerage or stock purchase service provider of your choice.
Approximately 77 million shares of common stock are issued and outstanding. Organovo has not issued any shares of preferred stock. There are approximately 89 million fully diluted shares, including approximately 2 million warrants and 11 million shares reserved under our 2008 and 2012 incentive compensation plans, combined. Of the 11M shares reserved under our incentive compensation plans, about 5M shares have been awarded already, leaving 6M shares for future awards (which includes the 5M shares approved by shareholders at our 2013 Annual Meeting of Shareholders, which we subsequently registered with the SEC on a Form S8 in November 2013).
Audited financial statements for the three-month transition period ended March 31, 2013 and for fiscal years ended December 31, 2012 and 2011 can be found in the form 10-KT filed with the SEC on May 24, 2013. The Company's most recent quarterly report was filed with the SEC on November 8, 2013 for the three month period ended September 30, 2013. These and all other reports filed with the SEC are accessible under the Investors/SEC Filings tab of our website.
We report earnings (Form 10-Q or Form 10-K) on or before the dates required by the SEC, which for non-accelerated filers is 45 days following the end of a quarter and 75 days following the end of a fiscal year. Our fiscal year ends March 31st. For periods beginning April 1, 2014, we will be classified as an accelerated filer and our filing requirements will accelerate to 40 days and 70 days for the quarter and annual filings, respectively.To stay informed about our SEC filings and press releases, please sign up for investor email alerts.
We do not pay a dividend on stock, and do not foresee doing so in the immediate future.
Our fiscal year-end is March 31.
Our auditors are Mayer Hoffman McCann P.C.
DLA Piper US, LLP serves as Organovo's legal counsel.
Please see this page for our Board of Directors.
Continental Stock Transfer and Trust. They can be reached at 1-800-509-5586.
The transfer agent is responsible for maintaining all records of registered stockholders (including change of address, telephone number and name), canceling or issuing stock certificates and resolving problems related to lost, destroyed or stolen certificates. If your shares are held in street name (i.e. by your broker), you must contact your broker for these services.
If you have lost a stock certificate, you should contact our transfer agent, Continental Stock Transfer and Trust, immediately so that they may place a "stop" on the form of certificate. Once the "stop" is placed, you may need to complete a "lost instrument bond" form. You can contact the transfer agent at 1-800-509-5586. Please note that surety bonds are typically required by transfer agents to replace lost, stolen, or damaged stock certificates.
If your shares are held in your name, you may contact Continental Stock Transfer and Trust, Organovo’s Transfer Agent, at 1-800-509-5586. If your shares are held in street name (by your broker), contact your broker to update your address.
Organovo is headquartered in San Diego, California.
Our introductory video provides representative exterior and interior views of our San Diego facility, and provides a view of our NovoGen Bioprinter™ in operation. The cleanroom environment in which our bioprinters operate renders tours impractical. Moreover, access to our laboratories is limited to individuals with adequate safety and GLP training.
You can sign up for email alerts and follow us on Twitter (@Organovo).
Contact our investor relations team by submitting this form.
Any statements contained in this website that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on our current expectations, but are subject to a number of risks and uncertainties. The factors that could cause our actual future results to differ materially from our current expectations include, but are not limited to, the risks and uncertainties relating to our ability to develop, market and sell products based on our technology; the expected benefits and efficacy of our products and technology; the market acceptance for our products and technology, and the risks related to our business, research, product development, regulatory approval, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in our filings with the SEC, including our reports on Forms 10-K, 10-Q and 8-K, as well as our other filings with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.