|Over a month ago|
Organovo terminates merger agreement with Tarveda Therapeutics » 16:1304/0704/07/20
Organovo Holdings announced that it has terminated the merger agreement with Tarveda Therapeutics, originally announced on December 16, 2019, and will continue to operate as an independent company. The company had submitted the merger proposal and other related proposals to be voted upon at a Special Meeting of Stockholders, as described in its definitive proxy materials filed with the Securities and Exchange Commission on February 24, 2020. The Special Meeting of Stockholders was held on March 26, 2020 and adjourned until today. At today's reconvened special meeting, Organovo's stockholders did not approve the merger related proposal and Organovo terminated the merger agreement in accordance with its terms. Organovo notes that among other items voted upon through this process, its stockholders have approved the proposal to effect a reverse stock split of 1 share for every 20 to 40 shares of existing common stock, such reverse stock split to be carried out at the Board's discretion.
Organovo founder urges board to accept stockholder opposition to Tarveda merger » 08:3304/0204/02/20
Keith Murphy, founder and…
Keith Murphy, founder and former CEO of Organovo Holdings, issued the following statement regarding the adjournment of the March 26 special meeting of stockholders related to the proposed merger with Tarveda Therapeutics. "Organovo's failure to obtain requisite support for the Tarveda merger at last week's Special Meeting reinforces my belief that stockholders do not want a value-destructive combination with a weak, poorly-positioned company. Rather than try to convince stockholders to vote for an illogical transaction with Tarveda, which has limited cash and sparse prospects, the Board of Directors should uphold its duties and finally embrace investor feedback. If the incumbent directors do not want to listen to stockholders and commit to the bioprinting efforts that their capital funded, they should resign immediately. There are many capable and qualified individuals who could replace them and preside over a value-enhancing strategy focused on emerging bioprinting opportunities. Additionally, the Board should not further delay stockholders from having their voices listened to by once again adjourning the Special Meeting on April 7."
Organovo founder to vote against proposed merger with Tarveda » 14:3903/1903/19/20
Keith Murphy, founder and…
Keith Murphy, founder and former CEO of Organovo Holdings, issued a letter to stockholders in connection with the company's prospective merger with Tarveda Therapeutics, in which he states in part: "The Board of Directors of Organovo Holdings is in the process of asking stockholders to support its proposal to merge with Tarveda Therapeutics, a company with uninspiring science and few other financial options. However, there have been a number of decisions and actions from the Board that suggest that its judgment and recommendations should not be trusted at all. After my departure in 2017, the decisions made by the Board call into question why anyone would vote for a plan that it proposes. Time and again, the current mix of directors have demonstrated that the best course for stockholders is to avoid trusting the Board...Organovo's Board is asking stockholders to support its proposal to merge with Tarveda, a company with uninspiring science and few other financial options. However, a simple review of this Board's performance and decisions after mid-2017 reveals a track record that suggests the Board's business judgment and recommendations should not be trusted at all. Rather than blindly supporting the Board's recommendations, I am voting AGAINST the Tarveda merger, and will continue to push the Board to engage with active stockholders on an option that will lead to a better outcome."
|Over a quarter ago|
Organovo files proxy statement, sends letter to stockholders regarding Tarveda » 08:3702/2602/26/20
Organovo announced that…
Organovo announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission and has mailed these materials and a letter to its stockholders in connection with the company's special meeting to be held on March 26. Stockholders of record as of February 14 will be entitled to vote at the meeting. Organovo urges its stockholders to vote for the proposed merger with Tarveda Therapeutics, the proposed reverse stock split and the other proposals outlined in the definitive proxy statement. After conducting a thorough review of strategic alternatives, the Organovo board and management determined that the proposed merger with Tarveda provides the best path forward for the Organovo stockholders to maximize return on their investment.
Organovo founder sends letter to shareholders opposing Tarveda merger » 07:0501/2101/21/20
Organovo founder Keith…
Organovo founder Keith Murphy sent the following letter to company shareholders: "Organovo, pointing to hurdles and timeline changes in the development of its human liver tissue for transplant, announced in August 2019 that it would seek strategic alternatives. For those unfamiliar with that process, it basically means that Organovo's Board has decided the company has hit a wall and needs to either sell itself or come up with a creative option to move forward. On December 16, 2019, Organovo announced that its strategic alternatives review had identified Tarveda Therapeutics as its chosen merger partner. Unfortunately, Tarveda was exactly what Organovo shareholders had to fear most. Organovo would basically turn their cash and the trading stock over to Tarveda, meaning the company would stop developing bioprinting technology completely. Tarveda is a company completely unrelated to Organovo's bioprinting business. Worse, Tarveda is down on its luck and with limited other financing options. The key things Organovo shareholders need to know about Tarveda are that: Tarveda is a mismatch with Organovo's shareholder base that would leave investors running for the exits; and Tarveda is a company with a technology so unexciting to its own previous investors that it has not been able to raise additional VC funding or execute an IPO in a bull biotech market and is now seeking other financing options. Because of the problems with Tarveda, both as a company and as a choice for a merger given Organovo's shareholder base, Organovo stockholders must prepare to vote against the Tarveda merger and force Organovo's Board to go back to the beginning of the process and deliver what the shareholders demand: a deal that makes use of Organovo's unique bioprinting technology, not a deal that bails out the VC investors of a failing cancer drug company... Ultimately, Organovo shareholders simply have to ask where their interests lie. Are they interested in funding work outside their own interests that the original VCs had given up on, bailing out a failing company, and allowing those VCs access to hundreds of millions of dollars in liquidity? Or do they prefer to demand to the Organovo Board that their investment dollars be used for their original intention - unlocking the potential of 3D bioprinting? If they do insist on that, a merger with a different company can ultimately be successful. The Board can support the kind of strategic merger with a bioprinting focus that will retain the interest and the investment of current shareholders. If a growing and promising entity with something to prove is chosen, rather than a company in a downward death spiral, a whole set of new investors can be attracted to the stock to the benefit of all. It's a simple and stark choice. Investors have the opportunity now to contact the company and let them hear how loud their voices can be. Otherwise, Organovo is expected to soon file the paperwork indicating the timing of the vote, which will likely take place in February or March. Investors would then have the opportunity through a vote against the merger with Tarveda to register their unhappiness with Organovo's performance and the proposal."
Arcturus Therapeutics appoints Steve Hughes as chief development officerOrganovo » 07:0201/0801/08/20
Arcturus Therapeutics (ARCT) announced the appointment of Steve Hughes, M.D., as CDO, effective January 2, 2020. Hughes will provide seasoned leadership and direction to Clinical Operations, Clinical Affairs, Clinical Sciences, Data Management/Biometrics, and Drug Safety. As an Officer of the Company, he will serve on the Senior Management Team. His initial focus will be on ARCT-810, a treatment for ornithine transcarbamylase deficiency, as it advances into human trials. Most recently he served as the CMO of Organovo (ONVO) where he led the non-clinical and clinical development teams developing bioprinted tissues for treatment of hepatic and renal diseases.
Organovo trading resumes 07:3012/1612/16/19
Organovo, Tarveda Therapeutics announce merger agreement » 07:0612/1612/16/19
Organovo Holdings and…
Organovo Holdings and Tarveda Therapeutics announced that they have entered into a definitive merger agreement under which Tarveda would merge with a wholly-owned subsidiary of Organovo in an all-stock transaction. Upon completion of the merger, the merged company would operate under the name Tarveda Therapeutics, Inc. and trade on the Nasdaq Stock Market LLC under the ticker symbol "TVDA." At the closing of the merger, it is estimated that the combined company will have approximately $35M of cash on hand that is expected to provide sufficient funding into the second half of 2021 to achieve key upcoming clinical data milestones on both clinical programs. Under the terms of the merger, it is anticipated that Tarveda stockholders will own approximately 75% of the combined company and current Organovo stockholders will own approximately 25% of the combined company on a fully-diluted basis. The exchange ratio is based on valuation assumptions for both companies subject to potential adjustments for certain financial metrics prior to the completion of the merger. The transaction has been approved by the boards of directors of both companies. The merger is anticipated to close in the first quarter of 2020, subject to the approval of Organovo and Tarveda stockholders as well as other customary closing conditions.
Organovo trading halted, news pending 06:5712/1612/16/19
Organovo acknowledges receipt of acquisition proposal from Viscient Biosciences » 19:4310/0210/02/19
Organovo confirmed that…
Organovo confirmed that it has received a proposal from Viscient Biosciences, an early-stage private company headquartered in San Diego, CA to acquire ownership control of Organovo. As disclosed in August 2019, Organovo's board determined that it would be in the best interests of Organovo's stockholders to evaluate Organovo's strategic alternatives. A Special Committee of the Board has retained Roth Capital Partners to act as its financial advisor. Organovo intends to evaluate Viscient's proposal in due course, and is not asking its stockholders to take any action at this time.