VIVS / VivoSim Labs, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

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US ˙ NasdaqCM ˙ US68620A2033

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LEI 5299006J43FG1K827P44
CIK 1497253
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to VivoSim Labs, Inc.
SEC Filings (Chronological Order)
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April 3, 2026 EX-99.1

VivoSim Announces Pricing of up to a $4 Million Public Offering

Exhibit 99.1 VivoSim Announces Pricing of up to a $4 Million Public Offering SAN DIEGO, April 1, 2026 - VivoSim Labs, Inc. (Nasdaq: VIVS), (the “Company” or “VivoSim”), a provider of next-generation New Approach Methodologies (NAMs) for preclinical safety, today announced the pricing of up to a $4 million best-efforts public offering, with $3 million funded at an initial closing of the offering (t

April 3, 2026 8-K

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2026 VivoSim Labs, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission File

April 2, 2026 424B4

Up to 3,508,772 Shares of Common Stock (or up to 3,508,772 Pre-Funded Warrants to Purchase up to 3,508,772 Shares of Common Stock in lieu of Common Stock) Up to 5,263,159 Common Warrants to Purchase up to 5,263,159 Shares of Common Stock Up to 175,43

Filed Pursuant to Rule 424(b)(4) Registration No. 333-294716 PROSPECTUS Up to 3,508,772 Shares of Common Stock (or up to 3,508,772 Pre-Funded Warrants to Purchase up to 3,508,772 Shares of Common Stock in lieu of Common Stock) Up to 5,263,159 Common Warrants to Purchase up to 5,263,159 Shares of Common Stock Up to 175,439 Placement Agent Warrants to Purchase up to 175,439 Shares of Common Stock Up

March 31, 2026 CORRESP

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121 March 31, 2026 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0406 Attention: Tim Buchmiller Re: VivoSim Labs, Inc. Registration Statement on Form S-1, as amended Initially Filed on March 27, 2026 Registration No. 333-294716 Ladies and Gentlemen: Pursuant to Rule 461 under the Securit

March 31, 2026 CORRESP

March 31, 2026

March 31, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re: VivoSim Labs, Inc. Registration Statement on Form S-1, as amended File No. 333-294716 Ladies and Gentlemen: As the placement agent of the proposed offering of VivoSim Labs, Inc. (the “Company”), we hereby join the Company’s request for acceleration of

March 31, 2026 S-1/A

As filed with the Securities and Exchange Commission on March 31, 2026

As filed with the Securities and Exchange Commission on March 31, 2026 Registration No.

March 30, 2026 CORRESP

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121 March 30, 2026 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0406 Attention: Tim Buchmiller Re: VivoSim Labs, Inc. Registration Statement on Form S-1 Initially Filed on March 27, 2026 Registration No. 333-294716 Ladies and Gentlemen: Reference is made to our letter, filed as correspo

March 30, 2026 CORRESP

March 30, 2026

March 30, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re: VivoSim Labs, Inc. Registration Statement on Form S-1 File No. 333-294716 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence on March 27, 2026, where we as the placement agent of the proposed offering of VivoSim Labs, Inc. (

March 27, 2026 CORRESP

March 27, 2026

March 27, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re: VivoSim Labs, Inc. Registration Statement on Form S-1 File No. 333-294716 Ladies and Gentlemen: As the placement agent of the proposed offering of VivoSim Labs, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-re

March 27, 2026 CORRESP

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121 March 27, 2026 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0406 Attention: Tim Buchmiller Re: Organovo Holdings, Inc. Registration Statement on Form S-1 Initially Filed on March 27, 2026 Registration No. 333-294716 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act

March 27, 2026 EX-4.4

VIVOSIM LABS, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 4.4 WARRANT VIVOSIM LABS, INC. WARRANT TO PURCHASE COMMON STOCK Date of Issuance: [], 2026 (“Issuance Date”) VivoSim Labs, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the

March 27, 2026 S-1

As filed with the Securities and Exchange Commission on March 27, 2026

As filed with the Securities and Exchange Commission on March 27, 2026 Registration No.

March 27, 2026 EX-1.1

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT March [], 2026 VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, California 92121 Attention: Keith Murphy, Executive Chairman Dear Mr. Murphy: Subject to the terms and conditions herein (this “Agreement”), and the satisfaction (or waiver) of the conditions set forth in the Purchase Agreement (defined below), VivoSim Labs, Inc., a Delaware co

March 27, 2026 EX-4.5

PLACEMENT AGENT’S PURCHASE WARRANT VIVOSIM LABS, Inc.

Exhibit 4.5 PLACEMENT AGENT’S PURCHASE WARRANT VIVOSIM LABS, Inc. Warrant Shares: []1 Initial Exercise Date: [], 20262 Issue Date: [], 2026 This PLACEMENT AGENT’S PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,

March 27, 2026 EX-4.3

VIVOSIM LABS, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT

Exhibit 4.3 VIVOSIM LABS, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Warrant Shares: [ ] Initial Exercise Date: [], 2026 Issue Date: [], 2026 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim

March 27, 2026 EX-FILING FEES

CALCULATION OF FILING FEE TABLES VIVOSIM LABS, INC Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 VIVOSIM LABS, INC Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.

March 27, 2026 EX-10.30

SECURITIES PURCHASE AGREEMENT

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2026, between VivoSim Labs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

March 13, 2026 LETTER

LETTER

March 13, 2026 Keith Murphy Executive Chairman VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121 Re: VivoSim Labs, Inc. Draft Registration Statement on Form S-1 Submitted March 9, 2026 CIK No. 0001497253 Dear Keith Murphy: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement and n

March 9, 2026 DRS

As confidentially submitted to the Securities and Exchange Commission on March 9, 2026 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on March 9, 2026 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

December 18, 2025 8-K

FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2025 VivoSim Labs, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission Fi

November 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 VivoSim Labs, Inc.

November 6, 2025 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) շ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2025 OR ն TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 VIVOSIM LABS, INC. (E

November 3, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

November 3, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _) ______________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

September 26, 2025 RW

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121 September 25, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: VivoSim Labs, Inc. – Request for Withdrawal of Registration Statement on Form S-1 (File No. 333-282841), pursuant to Rule 477 of the Securities Act of 1

August 28, 2025 S-8

As filed with the Securities and Exchange Commission on August 28, 2025

S-8 As filed with the Securities and Exchange Commission on August 28, 2025 Registration No.

August 28, 2025 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 VivoSim Labs, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0001 per share Other 147,916 $ 1.885 $ 278,821.66 0.0001531 $ 42.69 Total Offering Amou

August 14, 2025 EX-10.1

VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121

CONFIDENTIAL EXHIBT 10.1 VivoSim Labs, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121 July 25, 2025 Tony Lialin [...***...] RE: Offer Letter Dear Tony: On behalf of VivoSim Labs, Inc., and its subsidiaries, including, without limitation, namely Organovo Inc. and VivoSim, Inc. (“Company”), it is a great pleasure to extend you an offer of full-time employment as Chief Commercial Offi

August 14, 2025 EX-99.1

VivoSim Labs Appoints Tony Lialin as Chief Commercial Officer

EXHIBIT 99.1 VivoSim Labs Appoints Tony Lialin as Chief Commercial Officer Veteran commercial leader to scale AI-enabled NAMkind™ liver and intestine toxicology services in a rapidly growing market San Diego, CA — August 14, 2025 — VivoSim Labs, Inc. (Nasdaq: VIVS) (the “Company” or “VivoSim Labs”), a pharmaceutical and biotechnology services company that is focused on providing testing of drugs a

August 14, 2025 8-K

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 VivoSim Labs, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission File

August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 VivoSim Labs, Inc.

July 29, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 V

June 5, 2025 EX-4.2

Description of Securities.

Exhibit 4.2 DESCRIPTION OF VIVOSIM LABS, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, par value $0.001 per share, of VivoSim Labs, Inc. (“us,” “our,” “we,” or the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Excha

June 5, 2025 EX-14.1

VivoSim Labs, Inc. Code of Business Conduct.

Exhibit 14.1 VivoSim Labs, Inc. Code of Business Conduct 1. Policy Statement The policy of VivoSim Labs, Inc. and its subsidiaries (collectively, the “Company”)is to conduct its business affairs, honestly and in an ethical manner. That goal cannot be achieved unless you individually accept your responsibility to promote integrity and demonstrate the highest level of ethical conduct in all of your

June 5, 2025 EX-10.24

Form of Restricted Stock Unit Agreement under the VivoSim Labs, Inc. 2021 Inducement Equity Incentive Plan.

Exhibit 10.24 VIVOSIM LABS, INC. AMENDED AND RESTATED 2021 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the VivoSim Labs, Inc. Amended and Restated 2021 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice

June 5, 2025 EX-21.1

Subsidiaries of VivoSim Labs, Inc.

Exhibit 21.1 Subsidiaries of VivoSim Labs, Inc. I. Organovo, Inc., a Delaware corporation II. VivoSim, Inc., a Delaware corporation

June 5, 2025 EX-10.6

License Agreement, dated March 24, 2009, by and between Organovo, Inc. and the Curators of the University of Missouri.

Exhibit 10.6 ***Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** LICENSE AGREEMENT THIS AGREEMENT is made and entered into this 24th day of March, 2009 (“EFFECTIVE DATE”), by and between THE CUR

June 5, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 VIVOSIM LABS, INC. (E

June 5, 2025 EX-10.27

VIVOSIM LABS INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN GLOBAL STOCK OPTION AWARD AGREEMENT

Exhibit 10.27 VIVOSIM LABS INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN GLOBAL STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the VivoSim Labs, Inc., Amended and Restated 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Grant of Stock Option (the “Notice of Grant”), the Terms and Conditions of Stock Option Gra

June 5, 2025 EX-10.23

Form of Stock Option Agreement under the VivoSim Labs, Inc. 2021 Inducement Equity Incentive Plan.

Exhibit 10.23 VIVOSIM LABS, INC. AMENDED AND RESTATED 2021 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the VivoSim Labs, Inc. Amended and Restated 2021 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “N

June 5, 2025 EX-10.28

Vivosim labs, INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.28 Vivosim labs, INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the VivoSim Labs, Inc., Amended and Restated 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Award Agreement, the Terms and Conditions of the Global Restri

June 5, 2025 EX-10.29

VivoSim Labs, Inc. Amended and Restated 2023 Employee Stock Purchase Plan.

Exhibit 10.29 VivoSim Labs, Inc. Amended and Restated 2023 Employee Stock Purchase Plan Adopted by the Board of Directors: July 12, 2023 Approved by the Stockholders: October 31, 2023 Effective Date: October 31, 2023 (As Amended and Restated on April 24, 2025) 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given

June 5, 2025 EX-19.1

VivoSim Labs, Inc. Insider Trading Policy.

Exhibit 19.1 VIVOSIM LABS, INC. INSIDER TRADING POLICY 1. Policy Statement. This document sets forth the Insider Trading Policy (the “Policy”) of VivoSim Labs, Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and the disclosure or use of information concerning the Company. This Policy is designed to prevent insider trading or

June 5, 2025 EX-10.7

License Agreement, dated March 12, 2010, by and between Organovo, Inc. and the Curators of the University of Missouri.

Exhibit 10.7 ***Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit.*** LICENSE AGREEMENT THIS AGREEMENT is made and entered into this 12th day of March, 2010 (“EFFECTIVE DATE”), by and between THE CUR

June 5, 2025 EX-10.22

VivoSim Labs, Inc. Amended and Restated 2021 Inducement Equity Incentive Plan.

Exhibit 10.22 VIVOSIM LABS, INC. AMENDED AND RESTATED 2021 INDUCEMENT EQUITY INCENTIVE PLAN (As Amended and Restated on April 24, 2025) 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into employment with the Company or any Parent or Subs

June 5, 2025 EX-10.26

VivoSim Labs, Inc. Amended and Restated 2022 Equity Incentive Plan.

Exhibit 10.26 VIVOSIM LABS, INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN (As Amended and Restated on April 24, 2025) 1. Purpose of the Plan. The purpose of this Plan is to: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s

June 5, 2025 EX-10.1

VivoSim Labs, Inc. Amended and Restated 2012 Equity Incentive Plan.

Exhibit 10.1 VIVOSIM LABS, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN (As Amended and Restated on April 24, 2025) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility; • to provide incentives to individuals who perform services for the Company; and • to promote the success of the Company’s

May 6, 2025 8-K

FORM 8-K Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 VivoSim Labs, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission File

April 24, 2025 EX-3.1

Certificate of Fourth Amendment of Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on April 24, 2025).

Exhibit 3.1 CERTIFICATE OF FOURTH AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ORGANOVO HOLDINGS, INC. Organovo Holdings, Inc. (the “corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: A. The name of the corporation is Organovo Holdings, Inc. and the date on which the Certificate

April 24, 2025 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 (April 23, 2025) VivoSim Labs, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation)

April 24, 2025 EX-3.2

Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 to the Company's Current Report on Form 8-K as filed with the SEC on April 24, 2025).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VIVOSIM LABS, INC. 1 Table of Contents Page Article I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 Article II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 1 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 7 2.6 QUORUM 7 2.7 ADJOURNED MEETING; NOTICE 7 2.8 CONDUCT OF

April 24, 2025 EX-99.1

VivoSim Announces Emergence from Stealth Mode To Provide Technologies for FDA Turn Away from Animal Models, $10B+ Market

Exhibit 99.1 VivoSim Announces Emergence from Stealth Mode To Provide Technologies for FDA Turn Away from Animal Models, $10B+ Market San Diego, CA – April 24, 2025 – VivoSim Labs, Inc. (Nasdaq: VIVS) (the “Company”) announced that it has emerged from stealth mode to dramatically impact drug discovery and development. VivoSim will offer liver and intestinal toxicology insights using its premier ne

April 23, 2025 EX-99.1

VivoSim to Carry Forward Organovo 3D Bioprinting

Exhibit 99.1 VivoSim to Carry Forward Organovo 3D Bioprinting San Diego, CA – April 23, 2025 – Organovo Holdings, Inc. (Nasdaq: ONVO) (the “Company”) announced that it will carry forward its 3D bioprinting and legacy technology as VivoSim Labs, Inc. A name change of the Company to VivoSim Labs, Inc. will be effective on April 24, 2025, and the Company’s common stock will begin trading on the Nasda

April 23, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

April 11, 2025 424B5

Up to $4,766,105 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276722 AMENDMENT NO. 2 dated April 11, 2025 (To Prospectus dated February 8, 2024) Up to $4,766,105 Common Stock This Amendment No. 2 to Prospectus (this “Amendment”) amends and supplements the information in the prospectus, dated February 8, 2024, filed as part of our registration statement on Form S-3 (File No. 333-276722), as amended by that

April 2, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 02, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

April 2, 2025 EX-99.1

Organovo Provides Update on Cash and Nasdaq Continued Listing Requirements

Exhibit 99. 1 Organovo Provides Update on Cash and Nasdaq Continued Listing Requirements San Diego, CA – April 2, 2025 – Organovo Holdings, Inc. (Nasdaq: ONVO) (“Organovo” or the “Company”), a clinical stage biotechnology company focused on developing novel treatment approaches in inflammatory bowel disease (IBD), today reported preliminary unaudited cash for the fiscal year ending March 31, 2025,

March 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

March 27, 2025 EX-99.1

Organovo Provides Business Update

Exhibit 99.1 Organovo Provides Business Update San Diego, CA – March 27, 2025 – Organovo Holdings, Inc. (Nasdaq:ONVO) (“Organovo” or the “Company”), a clinical stage biotechnology company focused on developing novel treatment approaches in inflammatory bowel disease (IBD) today provided a business update. With the closing of the sale of its FXR Program to Lilly (NYSE:LLY), Organovo has received up

March 26, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

March 26, 2025 EX-99.1

Organovo Announces Close of the Sale of FXR Program to Eli Lilly and Company

Exhibit 99.1 Organovo Announces Close of the Sale of FXR Program to Eli Lilly and Company San Diego, CA – March 25, 2025 – Organovo Holdings, Inc. (Nasdaq:ONVO) (“Organovo” or the “Company”), a clinical stage biotechnology company focused on developing novel treatment approaches in inflammatory bowel disease (IBD), today announced the successful close of the sale of its FXR program, including lead

March 21, 2025 EX-99.1

CERTIFICATE OF THIRD AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ORGANOVO HOLDINGS, INC.

Exhibit 99.1 CERTIFICATE OF THIRD AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ORGANOVO HOLDINGS, INC. Organovo Holdings, Inc. (the “corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: A. The name of this corporation is Organovo Holdings, Inc. and the date on which the Certificat

March 21, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

March 19, 2025 EX-99.1

Organovo Announces Reverse Stock Split

Exhibit 99.1 Organovo Announces Reverse Stock Split SAN DIEGO, March 19, 2025 - Organovo Holdings, Inc. (Nasdaq: ONVO), a clinical stage biotechnology company focused on developing novel treatment approaches in inflammatory bowel disease (IBD), today announced that it will effect a 1-for-12 reverse stock split of its issued and outstanding common stock that will become effective at 5:00 p.m. Easte

March 19, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

March 6, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 06, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

March 6, 2025 EX-99.1

Organovo Announces the Issuance of Additional Shares in Conjunction with Warrant Exercises

Exhibit 99.1 Organovo Announces the Issuance of Additional Shares in Conjunction with Warrant Exercises San Diego, CA – March 6, 2025 – Organovo Holdings, Inc. (Nasdaq:ONVO) (“Organovo” or the “Company”), a clinical stage biotechnology company focused on developing novel treatment approaches in inflammatory bowel disease (IBD) today announced it has issued additional shares in conjunction with war

February 26, 2025 424B5

Up to $5,311,508 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276722 AMENDMENT NO. 1 dated February 26, 2025 (To Prospectus dated February 8, 2024) Up to $5,311,508 Common Stock This Amendment No. 1 to Prospectus (this “Amendment”) amends and supplements the information in the prospectus, dated February 8, 2024, filed as part of our registration statement on Form S-3 (File No. 333-276722). This Amendment

February 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissi

February 25, 2025 EX-99.1

Organovo’s FXR Program, including FXR314, to Be Acquired by Eli Lilly and Company

Exhibit 99.1 Organovo’s FXR Program, including FXR314, to Be Acquired by Eli Lilly and Company San Diego, CA – February 25, 2025 – Organovo Holdings, Inc. (Nasdaq:ONVO) (“Organovo” or the “Company”), a clinical stage biotechnology company focused on developing novel treatment approaches in inflammatory bowel disease (IBD) today announced that Eli Lilly and Company (NYSE:LLY) ("Lilly") will acquire

February 25, 2025 EX-2.1

Asset Purchase Agreement, dated February 23, 2025, by and between the Company, Eli Lilly and Company and for certain sections therein, Organovo, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on February 25, 2025).

Exhibit 2.1 ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets (“[...***...]”) in this exhibit.*** ASSET PURCHASE AGREEMENT by and between ORGANOVO HOLDINGS, INC., ORGANOVO, INC., solely for purposes of Section

February 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

February 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☐  Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q  ☐ Form 10-D ☐  Form N-CEN  ☐  Form N-CSR For Period Ended: December 31, 20

SEC FILE NUMBER 001-35996 CUSIP NUMBER 68620A203 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 17, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissio

December 31, 2024 EX-10.2

Amendment No. 6, dated December 30, 2024, to Consulting Agreement, dated August 25, 2020, by and between Organovo, Inc. and Danforth Advisors, LLC (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 31, 2024).

Exhibit 10.2 AMENDMENT NO. 6 TO CONSULTING AGREEMENT This Amendment No. 6 to Consulting Agreement (“Amendment No. 6”) is made as of December 30, 2024, by and between Organovo, Inc., a Delaware corporation, with its principal place of business being 11555 Sorrento valley Road, Suite 100, San Diego, CA 92121 (“Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with a pr

December 31, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissi

November 22, 2024 EX-10.1

Organovo Holdings, Inc. – Amended and Restated 2022 Equity Incentive Plan.

Exhibit 10.1 ORGANOVO HOLDINGS, INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN (As Amended and Restated on November 20, 2024) 1. Purpose of the Plan. The purpose of this Plan is to: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Com

November 22, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissi

November 14, 2024 SC 13G

ONVO / Organovo Holdings, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-onvo093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Organovo Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 68620A203 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

October 25, 2024 S-1

As filed with the Securities and Exchange Commission on October 25, 2024

As filed with the Securities and Exchange Commission on October 25, 2024 Registration No.

October 25, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Organovo Holdings, Inc.

October 7, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

October 7, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _) ______________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

October 7, 2024 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 ORGANOVO HOLDINGS, IN

September 18, 2024 PRE 14A

PRELIMINARY COPY DATED SEPTEMBER 18, 2024 – SUBJECT TO COMPLETION

PRELIMINARY COPY DATED SEPTEMBER 18, 2024 – SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 9, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 05, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

August 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

July 26, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 O

July 24, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission F

May 31, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 ORGANOVO HOLDINGS, IN

May 31, 2024 EX-4.3

Description of Securities.

Exhibit 4.3 DESCRIPTION OF ORGANOVO HOLDINGS, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, par value $0.001 per share, of Organovo Holdings, Inc. (“us,” “our,” “we,” or the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (

May 31, 2024 EX-97

Organovo Holdings, Inc. Clawback Policy.

Exhibit 97 Organovo Holdings, Inc. Clawback Policy The Board of Directors (the “Board”) of Organovo Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is d

May 31, 2024 EX-21.1

Subsidiaries of Organovo Holdings, Inc.

Exhibit 21.1 Subsidiaries of Organovo Holdings, Inc. I. Organovo, Inc., a Delaware corporation II. Opal Merger Sub, Inc., a Delaware corporation

May 14, 2024 424B4

Explanatory Note

Explanatory Note On May 10, 2024, the registrant previously filed this prospectus (the “Original Filing”) with the Securities and Exchange Commission.

May 13, 2024 EX-10.2

Form of Securities Purchase Agreement, dated May 8, 2024 (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 13, 2024).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2024 (the “Effective Date”), among Organovo Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this A

May 13, 2024 EX-99.1

Organovo Holdings, Inc. Announces Pricing of $5.25 Million Public Offering

Exhibit 99.1 Organovo Holdings, Inc. Announces Pricing of $5.25 Million Public Offering SAN DIEGO, May 8, 2024 (GLOBE NEWSWIRE) – Organovo Holdings, Inc. (Nasdaq: ONVO) (“Organovo” or the “Company”), a clinical stage biotechnology company focused on developing novel treatment approaches based on demonstration of clinical promise in three-dimensional (3D) human tissues, today announced the pricing

May 13, 2024 EX-10.1

Placement Agency Agreement, dated May 8, 2024, between the Company and JonesTrading Institutional Services LLC (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 13, 2024).

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT May 8, 2024 JonesTrading Institutional Services LLC 325 Hudson Street, 6th Floor New York, New York 10013 Ladies and Gentlemen: Introductory. Organovo Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) an amount of its shares (the “Shares”) of Common Stock, par value $0.00

May 13, 2024 EX-4.1

Form of Common Warrant (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 13, 2024).

Exhibit 4.1 ORGANOVO HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Number of Shares of Common Stock: Date of Issuance: May 13, 2024 (“Issuance Date”) Organovo Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ● ], the registered holder hereof or its permi

May 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission Fi

May 13, 2024 EX-4.2

Form of Pre-Funded Warrant (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 13, 2024).

Exhibit 4.2 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK ORGANOVO HOLDINGS, INC. Warrant Shares: Initial Exercise Date: May 13, 2024 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at

May 10, 2024 424B4

1,562,500 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,000,000 Shares of Common Stock Common Warrants to Purchase up to 6,562,500 Shares of Common Stock Up to 11,562,500 Shares of Common Stock Underlying the Pre-Funded Warrants and

424B4 1 onvoprospectusapril20.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-278668 PROSPECTUS 1,562,500 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,000,000 Shares of Common Stock Common Warrants to Purchase up to 6,562,500 Shares of Common Stock Up to 11,562,500 Shares of Common Stock Underlying the Pre-Funded Warrants and Common Warrants We are offering 1,562,

May 3, 2024 CORRESP

Organovo Holdings, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121

Organovo Holdings, Inc. 11555 Sorrento Valley Road, Suite 100 San Diego, CA 92121 May 3, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0406 Re: Organovo Holdings, Inc. Registration Statement on Form S-1, as amended Initially Filed on April 12, 2024 Registration No. 333-278668 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as

May 3, 2024 CORRESP

[Signature Page Follows]

JonesTrading Institutional Services LLC 325 Hudson Street, 6th Floor New York, New York 1001 May 3, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, D.

May 1, 2024 EX-99.1

Certain statements contained in this presentation or in other documents of Organovo Holdings, Inc. (the “Company” or “Organovo”) and of any of its affiliates, along with certain statements that may be made by management of the Company orally in prese

INVESTOR PRESENTATION May 2024 NASDAQ: ONVO Exhibit 99.1 Certain statements contained in this presentation or in other documents of Organovo Holdings, Inc. (the “Company” or “Organovo”) and of any of its affiliates, along with certain statements that may be made by management of the Company orally in presenting this material, are or may be considered “forward-looking statements” as defined in the

May 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission Fi

April 30, 2024 EX-1.1

Form of Placement Agency Agreement.

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT April [ ], 2024 JonesTrading Institutional Services LLC 325 Hudson Street, 6th Floor New York, New York 10013 Ladies and Gentlemen: Introductory. Organovo Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) an amount of its shares (the “Shares”) of Common Stock, par value $0

April 30, 2024 EX-4.3

Form of Common Warrant.

Exhibit 4.3 ORGANOVO HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: Number of Shares of Common Stock: Date of Issuance: [•], 2024 (“Issuance Date”) Organovo Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ● ], the registered holder hereof or its permitte

April 30, 2024 S-1/A

As filed with the Securities and Exchange Commission on April 30, 2024

As filed with the Securities and Exchange Commission on April 30, 2024 Registration No.

April 30, 2024 EX-4.2

Form of Pre-Funded Warrant.

Exhibit 4.2 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK ORGANOVO HOLDINGS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any ti

April 30, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Organovo Holdings, Inc.

April 30, 2024 EX-10.42

Form of Securities Purchase Agreement.

Exhibit 10.42 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2024 (the “Effective Date”), among Organovo Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and, collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this Ag

April 23, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

April 17, 2024 LETTER

LETTER

United States securities and exchange commission logo April 17, 2024 Keith Murphy Executive Chairman Organovo Holdings, Inc.

April 12, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Organovo Holdings, Inc.

April 12, 2024 S-1

As filed with the Securities and Exchange Commission on April 12, 2024

As filed with the Securities and Exchange Commission on April 12, 2024 Registration No.

February 12, 2024 SC 13G/A

ONVO / Organovo Holdings, Inc. / Nikko Asset Management Americas, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 ef20021448sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) C

February 8, 2024 424B5

Up to $2,605,728 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276722 PROSPECTUS Up to $2,605,728 Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC and JonesTrading Institutional Services LLC (each an “Agent” and together, the “Agents”), relating to shares of our common stock offered by this prospectus. In accordance with the terms of the Sales Agre

February 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

February 7, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 07, 2024 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissi

February 7, 2024 EX-99.1

Certain statements contained in this presentation or in other documents of Organovo Holdings, Inc. (the “Company” or “Organovo”) and of any of its affiliates, along with certain statements that may be made by management of the Company orally in prese

© Copyright 2024, Organovo Holdings, Inc. This report is solely for the use of intended audience. No part of it may be circulated, quoted, or reproduced for distribution outside the organization without prior written approval from Organovo Holdings, Inc. Evaluation of the Clinical Stage FXR Agonist FXR314 in Human Primary Cell 3D Models of Crohn’s Disease and Ulcerative Colitis Fabrice Piu, PhD Vi

February 6, 2024 CORRESP

Organovo Holdings, Inc. Sorrento Valley Road, Suite 100 San Diego, California 92121

Organovo Holdings, Inc. Sorrento Valley Road, Suite 100 San Diego, California 92121 February 6, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0406 Re: Organovo Holdings, Inc. Registration Statement on Form S-3, Filed January 26, 2024 File No. 333-276722 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Organovo Hold

February 5, 2024 SC 13G/A

ONVO / Organovo Holdings, Inc. / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 4 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 2, 2024 LETTER

LETTER

United States securities and exchange commission logo February 2, 2024 Keith Murphy Executive Chairman Organovo Holdings, Inc.

January 26, 2024 S-3

As filed with the Securities and Exchange Commission on January 26, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on January 26, 2024 Registration No.

January 26, 2024 EX-4.1

Form of Indenture, between the Registrant and one or more trustees to be named.

Exhibit 4.1 Organovo Holdings, Inc. INDENTURE Dated as of [ ] [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establish

January 26, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Organovo Holdings, Inc.

December 28, 2023 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissi

December 22, 2023 424B5

Organovo Holdings, Inc. Up to $4,442,637 Shares of Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-252224 PROSPECTUS SUPPLEMENT (To Prospectus dated January 29, 2021) Organovo Holdings, Inc. Up to $4,442,637 Shares of Common Stock This prospectus supplement amends and supplements the information in the prospectus, dated January 29, 2021, filed as part of our registration statement on Form S-3 (File No. 333-252224). This prospectus supp

December 1, 2023 EX-FILING FEES

Calculation of Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) Organovo Holdings, Inc.

December 1, 2023 S-8

As filed with the Securities and Exchange Commission on December 1, 2023

As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

November 3, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissio

November 3, 2023 EX-10.1

Organovo Holdings, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the SEC on November 3, 2023)

Exhibit 10.1 Organovo Holdings, Inc. 2023 Employee Stock Purchase Plan Adopted by the Board of Directors: July 12, 2023 Approved by the Stockholders: October 31, 2023 Effective Date: October 31, 2023 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan

September 22, 2023 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorp

September 22, 2023 EX-10.1

Separation Agreement and General Release, effective as of September 27, 2023, between Organovo Holdings, Inc. and Jeffrey Miner (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, as filed with the SEC on September 22, 2023)

Exhibit 10.1 Separation Agreement and General Release This Separation Agreement and General Release (“Agreement”) is entered into by and between Jeff Miner (Employee) and Organovo, Inc. (“Company”). The Employee’s Company employment ended on August 25, 2023 (Separation Date). The “Effective Date” of this Agreement will be the eighth day following the date that the Employee signs and returns this A

September 13, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

September 13, 2023 ARS

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 ORGANOVO HOLDINGS, INC. (

September 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _) ______________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

September 12, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 07, 2023 Organovo Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commiss

September 12, 2023 EX-10.1

Separation Agreement and General Release, effective as of September 15, 2023, between Organovo Holdings, Inc. and Tom Jurgensen (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on September 12, 2023).

Exhibit 10.1 Separation Agreement and General Release This Separation Agreement and General Release (“Agreement”) is entered into by and between Tom Jurgensen (Employee) and Organovo, Inc. (Company. The Employee’s Company employment ended on August 25, 2023 (Separation Date). The “Effective Date” of this Agreement will be the eighth day following the date that the Employee signs and returns this A

September 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 ORGANOVO HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of in

August 22, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of in

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

July 31, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 O

July 24, 2023 EX-16.1

Letter from Mayer Hoffman McCann P.C. to the Securities and Exchange Commission dated July 24, 2023.

EX-16.1 Exhibit 16.1 July 24, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of Organovo Holdings, Inc.’s Form 8-K dated July 24, 2023, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. Very truly yours, /s/ Mayer Hoffman McCann P.C. San Diego, California

July 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 ORGANOVO HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of inco

July 14, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 ORGANOVO HOLDINGS, IN

July 14, 2023 PRE 14A

PRELIMINARY COPY DATED JULY 14, 2023 – SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. _) _____

PRELIMINARY COPY DATED JULY 14, 2023 – SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 14, 2023 EX-3.4

Amended and Restated Bylaws of Organovo Holdings, Inc., effective as of July 13, 2023 (incorporated by reference to Exhibit 3.4 the Company’s Annual Report on Form 10-K, as filed with the SEC on July 14, 2023).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ORGANOVO HOLDINGS, INC. Table of Contents Page Article I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 Article II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 1 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 7 2.6 QUORUM 7 2.7 ADJOURNED MEETING; NOTICE 7 2.8 CONDUCT

July 14, 2023 EX-21.1

Subsidiaries of Organovo Holdings, Inc.

Exhibit 21.1 Subsidiaries of Organovo Holdings, Inc. I. Organovo, Inc., a Delaware corporation II. Opal Merger Sub, Inc., a Delaware corporation

July 14, 2023 EX-10.38

Purchase Agreement, dated March 10, 2023, by and between Organovo Holdings, Inc. and Metacrine, Inc. (incorporated by reference from Exhibit 10.38 to the Company's Annual Report on Form 10-K, as filed with the SEC on July 14, 2023).

Final Form ASSET PURCHASE AGREEMENT ACQUISITION OF CERTAIN ASSETS OF METACRINE, INC.

July 14, 2023 EX-4.1

Description of Securities.

Exhibit 4.1 DESCRIPTION OF ORGANOVO HOLDINGS, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, par value $0.001 per share, of Organovo Holdings, Inc. (“us,” “our,” “we,” or the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (

June 29, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-35996 CUSIP Number: 68620A203 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-

March 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 ORGANOVO HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of inc

February 10, 2023 SC 13G/A

ONVO / Organovo Holdings Inc / Nikko Asset Management Americas, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 brhc10047830sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

February 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

February 3, 2023 SC 13G/A

ONVO / Organovo Holdings Inc / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

October 25, 2022 S-8 POS

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

October 25, 2022 S-8 POS

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

October 25, 2022 EX-4.3

Form of Global Restricted Stock Unit Award Agreement under the Organovo Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8 (No. 333-268001), filed with the SEC on October 25, 2022).

Exhibit 4.3 ORGANOVO HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc., 2022 Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Global Restricted Stock Unit Award Agreement, the Terms and Conditions of the Global Restricted Stock Unit Grant, attached he

October 25, 2022 S-8 POS

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

October 25, 2022 S-8

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

October 25, 2022 S-8 POS

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

October 25, 2022 EX-FILING FEES

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-8 (Form Type) Organovo Holdings, Inc.

October 25, 2022 S-8 POS

As filed with the Securities and Exchange Commission on October 25, 2022

As filed with the Securities and Exchange Commission on October 25, 2022 Registration No.

October 25, 2022 EX-4.2

Form of Global Stock Option Award Agreement under the Organovo Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference from Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No. 333-268001), filed with the SEC on October 25, 2022).

Exhibit 4.2 ORGANOVO HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN GLOBAL STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc., 2022 Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Notice of Grant of Stock Option (the ?Notice of Grant?), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A

October 14, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2022 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of i

October 14, 2022 EX-10.1

Organovo Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2022).

Exhibit 10.1 ORGANOVO HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. The purpose of this Plan is to: ? to attract and retain the best available personnel for positions of substantial responsibility, ? to provide additional incentive to Employees, Directors and Consultants, and ? to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Optio

September 22, 2022 DEFR14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?Preliminary Proxy Statement ?Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?Definit

September 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

September 6, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2022 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of

September 6, 2022 EX-99.1

Organovo Announces Postponement of Annual Meeting of Stockholders

Exhibit 99.1 Organovo Announces Postponement of Annual Meeting of Stockholders San Diego, CA ? September 6, 2022 ? Organovo Holdings, Inc. (Nasdaq: ONVO), an early-stage biotechnology company that is focusing on building high fidelity, 3D tissues that recapitulate key aspects of human disease (the ?Company?), today announced that its 2022 Annual Meeting of Stockholders (the ?2022 Annual Meeting?)

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

July 26, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ___________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?Preliminary Proxy Statement ?Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?Definiti

July 26, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 10, 2022 EX-21.1

Subsidiaries of Organovo Holdings, Inc.

Exhibit 21.1 Subsidiaries of Organovo Holdings, Inc. I. Organovo, Inc., a Delaware corporation II. Opal Merger Sub, Inc., a Delaware corporation

June 10, 2022 EX-4.1

Description of Securities.

Exhibit 4.1 DESCRIPTION OF ORGANOVO HOLDINGS, INC.?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, par value $0.001 per share, of Organovo Holdings, Inc. (?us,? ?our,? ?we,? or the ?Company?), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (

June 10, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 ORGANOVO HOLDINGS, IN

June 10, 2022 EX-10.34

Settlement and Patent License Agreement, dated February 22, 2022, by and between Organovo Holdings, Inc. and BICO Group AB (incorporated by reference from Exhibit 10.34 to the Company's Annual Report on Form 10-K, as field with the SEC on June 10, 2022).

Exhibit 10.34 SETTLEMENT AND PATENT LICENSE AGREEMENT This SETTLEMENT AND PATENT LICENSE AGREEMENT (the ?Agreement?) is entered into as of the Effective Date between Organovo, Inc., a Delaware corporation (?Organovo? or ?Licensor?), and BICO Group AB, a publicly listed stock company duly incorporated under the laws of Sweden (?BICO? or ?Licensee?). Organovo and BICO may individually be referred to

March 10, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of inco

February 28, 2022 EX-99.1

Organovo and BICO (CELLINK) Reach Licensing Agreement on Bioprinting Patents February 23, 2022

Exhibit 99.1 Organovo and BICO (CELLINK) Reach Licensing Agreement on Bioprinting Patents February 23, 2022 San Diego, CA, February 23, 2022?Organovo Holdings, Inc. (Nasdaq: ONVO), and BICO today announced they have reached agreement on a broad license for BICO and its affiliate companies to Organovo?s foundational patent portfolio in 3D bioprinting. Founded in 2016, BICO (formerly Cellink) is the

February 28, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of

February 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

February 14, 2022 SC 13G/A

ONVO / Organovo Holdings Inc / Nikko Asset Management Americas, Inc. - SC31G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 10, 2022 SC 13G/A

ONVO / Organovo Holdings Inc / RENAISSANCE TECHNOLOGIES LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Organovo Holdings, Inc. - (Name of Issuer) Common Stock, $0.001 par value - (Title of Class of Securities) 68620A203 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 4, 2022 SC 13G/A

ONVO / Organovo Holdings Inc / Sumitomo Mitsui Trust Holdings, Inc. - AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

November 19, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2021 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of

November 19, 2021 EX-10.1

Amended and Restated Lease Agreement dated November 23, 2020, between Organovo, Inc., as Tenant, and San Diego Inspire 2, LLC, as Landlord, as amended by First Amendment to Amended & Restated Lease, dated November 17, 2021, between San Diego Inspire 2, LLC, as Landlord, and Organovo, Inc., as Tenant (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on November 19, 2021).

Exhibit 10.1 First AMENDMENT TO AMENDED AND RESTATED lease BETWEEN SAN DIEGO INSPIRE 2, LLC, AS LANDLORD, AND ORGANOVO, INC., AS TENANT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (this ?Amendment?) is dated as of November 17, 2021, by and between SAN DIEGO INSPIRE 2, LLC, a Delaware limited liability company (?Landlord?), and ORGANOVO, INC., a Delaware corporation (?Tenant?). RECITALS A.La

November 9, 2021 S-8

As filed with the Securities and Exchange Commission on November 9, 2021

As filed with the Securities and Exchange Commission on November 9, 2021 Registration No.

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

October 6, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2021 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of in

October 6, 2021 EX-10.1

Organovo Holdings, Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on October 6, 2021).

Exhibit 10.1 ORGANOVO HOLDINGS, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN (As Amended and Restated on October 5, 2021) 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility; ? to provide incentives to individuals who perform services for the Company; and ? to promote the success of the Com

October 6, 2021 EX-10.3

Amendment No. 5 dated October 4, 2021 to Consulting Agreement dated August 25, 2021 by and between Company and Danforth Advisors LLC (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on October 6, 2021).

Exhibit 10.3 AMENDMENT NO. 5 TO CONSULTING AGREEMENT This Amendment No. 5 to Consulting Agreement (?Amendment No. 5?) is made as of October 6, 2021, by and between Organovo, Inc., a Delaware corporation, with its principal place of business being 440 Stevens Avenue, Suite 200, Solana Beach, CA 92075 (?Company?) and Danforth Advisors, LLC, a Massachusetts limited liability company, with a principal

October 1, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2021 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of

October 1, 2021 EX-3.1

Amendment to Bylaws of Organovo Holdings, Inc., dated September 29, 2021 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on October 1, 2021).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO BYLAWS OF ORGANOVO HOLDINGS, INC., AS AMENDED The undersigned hereby certifies that he is the duly elected, qualified and acting Corporate Secretary of Organovo Holdings, Inc., a Delaware corporation (the ?Corporation?), and that the Bylaws of the Corporation, as amended on October 9, 2019 (the ?Bylaws?), were amended by resolution of the Board of Directors

September 17, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2021 ORGANOVO HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commiss

September 17, 2021 DEFA14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2021 ORGANOVO HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commiss

September 17, 2021 EX-99.1

ORGANOVO ANNOUNCES ADJOURNMENT OF ANNUAL MEETING OF SHAREHOLDERS DUE TO LACK OF QUORUM

Exhibit 99.1 ORGANOVO ANNOUNCES ADJOURNMENT OF ANNUAL MEETING OF SHAREHOLDERS DUE TO LACK OF QUORUM Solana Beach, CA., September 17, 2021?Organovo Holdings, Inc. (Nasdaq: ONVO), today announced that the Company?s annual meeting of shareholders, on September 14, 2021, at 9:00 a.m. was convened and adjourned, without any business being conducted, due to lack of the required quorum. A quorum consists

August 31, 2021 DEFA14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

August 6, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

August 5, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

August 5, 2021 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ?Preliminary Proxy Statement ?Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?Definiti

July 29, 2021 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

make UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35

June 15, 2021 10-K

Power of Attorney (incorporated by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K filed with the SEC on June 15, 2021).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-35996 ORGANOVO HOLDINGS, IN

June 15, 2021 EX-21.1

Subsidiaries of Organovo Holdings, Inc.

Exhibit 21.1 Subsidiaries of Organovo Holdings, Inc. I. Organovo, Inc., a Delaware corporation II. Opal Merger Sub, Inc., a Delaware corporation

June 15, 2021 EX-4.1

Description of Securities.

Exhibit 4.1 DESCRIPTION OF ORGANOVO HOLDINGS, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock, par value $0.001 per share, of Organovo Holdings, Inc. (“us,” “our,” “we,” or the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (

May 13, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2021 Organovo Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2021 Organovo Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission

March 25, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on March 25, 2021 Registration No.

March 25, 2021 EX-4.2

Form of Stock Option Agreement under the Organovo Holdings, Inc. 2021 Inducement Equity Incentive Plan (incorporated by reference from Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-254714), as filed with the SEC on March 25, 2021).

Exhibit 4.2 ORGANOVO HOLDINGS, INC. 2021 INDUCEMENT EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc. 2021 Inducement Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Stock Option Agreement (the ?Agreement?), including the Notice of Stock Option Grant (the ?Notice of Grant?) and Terms and Con

March 25, 2021 EX-4.3

Form of Restricted Stock Unit Agreement under the Organovo Holdings, Inc. 2021 Inducement Equity Incentive Plan (incorporated by reference from Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-254714), as filed with the SEC on March 25, 2021).

Exhibit 4.3 ORGANOVO HOLDINGS, INC. 2021 INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc. 2021 Inducement Equity Incentive Plan (the ?Plan?) will have the same defined meanings in this Restricted Stock Unit Agreement (the ?Award Agreement?), which includes the Notice of Restricted Stock Unit Grant (th

March 10, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6)* Organovo Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Februa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

March 10, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2021 Organovo Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commission F

March 10, 2021 EX-10.2

Organovo Holdings, Inc. 2021 Inducement Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2021).

Exhibit 10.2 ORGANOVO HOLDINGS, INC. 2021 INDUCEMENT EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into employment with the Company or any Parent or Subsidiary of the Company. The Plan permits the grant of Nonstatu

March 10, 2021 EX-10.1

Organovo Holdings, Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 10, 2021).

Exhibit 10.1 ORGANOVO HOLDINGS, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ? to attract and retain the best available personnel for positions of substantial responsibility; ? to provide incentives to individuals who perform services for the Company; and ? to promote the success of the Company?s business. The Plan permits the grant o

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* Organovo Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

February 11, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 11, 2021 SC 13G/A

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Organovo Holdings, Inc. - (Name of Issuer) Common Stock, $0.001 par value - (Title of Class of Securities) 68620A203 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 8, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

February 8, 2021 EX-10.1

Offer Letter, dated December 28, 2020, between the Company and Tom Jurgensen.*

Exhibit 10.1 Organovo, Inc. 440 Stevens Avenue, Suite 200 Solana Beach, CA 92075 December 28, 2020 Dear Tom, On behalf of Organovo Inc., (“Organovo”) it is our great pleasure to extend you an offer of employment as General Counsel and Corporate Secretary of Organovo and Organovo Holdings, Inc. (the “Company”), contingent on approval by the Company’s Board of Directors (the “Board”), reporting to K

February 5, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Organovo Holdings, Inc. (Name of Issuer) Common stock, $0.001 par value per share (Title of Class of Securities) 68620A203 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

January 29, 2021 424B5

Up to $50,000,000 Common Stock

424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-252224 PROSPECTUS Up to $50,000,000 Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC and JonesTrading Institutional Services LLC (each an “Agent” and together, the “Agents”), relating to shares of our common stock offered by this prospectus. In accordance with the terms of the Sal

January 27, 2021 CORRESP

-

Organovo Holdings, Inc. 440 Stevens Avenue, Suite 200 Solana Beach, California 92075 January 27, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0406 Re: Organovo Holdings, Inc. Registration Statement on Form S-3, Filed January 19, 2021 File No. 333-252224 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Organovo Hol

January 22, 2021 TEXT-EXTRACT

-

United States securities and exchange commission logo January 22, 2021 Keith Murphy Executive Chairman Organovo Holdings, Inc.

January 22, 2021 LETTER

LETTER

United States securities and exchange commission logo January 22, 2021 Keith Murphy Executive Chairman Organovo Holdings, Inc.

January 19, 2021 S-3

Form S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on January 19, 2021 Registration No.

January 19, 2021 EX-4.1

Form of Indenture, between the Registrant and one or more trustees to be named.

EX-4.1 Exhibit 4.1 ORGANOVO HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8

December 31, 2020 EX-10.1

Intercompany Agreement, dated December 28, 2020, by and among Organovo Holdings, Inc., Organovo, Inc. and Viscient Biosciences, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 31, 2020).

Exhibit 10.1 ***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Such omitted information is indicated by brackets (“[...***...]”) in this exhibit. *** INTERCOMPANY AGREEMENT This Intercompany Agreement, together with Schedule A (collectively, this “Agreement”)

December 31, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2020 ORGANOVO HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35996 27-1488943 (State or Other Jurisdiction of Incorporation) (Commissi

November 25, 2020 EX-10.1

Lease Agreement dated November 23, 2020, between Organovo Holdings, Inc. and San Diego Inspire 1, LLC (Temporary Lease Agreement - 176647423.3) (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on November 25, 2020)

Exhibit 10.1 LEASE SOVA SCIENCE DISTRICT SAN DIEGO INSPIRE 1, LLC, a Delaware limited liability company, as Landlord, and ORGANOVO HOLDINGS, INC., a Delaware corporation, as Tenant. 176647423.3 373606-000050 TABLE OF CONTENTS Page 1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS 5 2. LEASE TERM 6 3. BASE RENT 6 4. ADDITIONAL RENT 7 5. USE OF PREMISES 12 6. SERVICES AND UTILITIES 18 7. REPAIRS 21 8

November 25, 2020 EX-10.2

Lease Agreement dated November 23, 2020, between Organovo Holdings, Inc. and San Diego Inspire 1, LLC (Permanent Lease Agreement 176640186.8) (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on November 25, 2020)

Exhibit 10.2 LEASE SOVA CENTRAL SCIENCE DISTRICT SAN DIEGO INSPIRE 2, LLC a Delaware limited liability company as Landlord, and ORGANOVO HOLDINGS, INC. a Delaware corporation as Tenant. 176640186.8 373606-000050 TABLE OF CONTENTS Page 1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS 5 2. LEASE TERM; OPTION TERM 6 3. BASE RENT 8 4. ADDITIONAL RENT 8 5. USE OF PREMISES 14 6. SERVICES AND UTILITIES 1

November 25, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2020 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of

November 5, 2020 EX-10.4

Engagement Agreement, dated July 23, 2020, by and between Organovo and Optima Law Group of San Diego.*

Exhibit 10.4 Thomas E. Jurgensen [email protected] 858.946.4697 July 23, 2020 VIA E-MAIL: [email protected] Organovo, Inc. 440 Stevens Avenue, Suite 200 Solana Beach, , CA 92121 Attn: Jennifer Bush, J.D., Sr. VP, General Counsel and Corporate Secretary Re:Engagement Agreement between Optima Law Group, APC and Organovo Holdings, Inc., and its subsidiaries (hereinafter, “Agreement”) Dear Jenni

November 5, 2020 EX-10.3

Offer Letter, dated September 15, 2020, between the Company and Jeffrey N. Miner.*

Exhibit 10.3 Organovo, Inc. 440 Stevens Avenue, Suite 200 Solana Beach, CA 92075 September 15, 2020 Jeffrey Miner, Ph.D. 4572 Pauling Ave. San Diego, CA 92122 Dear Jeff: On behalf of Organovo Inc., (“Organovo”) it is our great pleasure to extend you an offer of employment as Chief Scientific Officer of Organovo and Organovo Holdings, Inc. (the “Company”), contingent on approval by the Company’s Bo

November 5, 2020 EX-10.1

Consulting Agreement, dated September 15, 2020, by and between Organovo and Multi Dimensional Bio Insight LLC.*

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made effective as of September 15, 2020 (the “Effective Date”), by and between Organovo, Inc., a Delaware corporation, with its principal place of business being 440 Stevens Avenue, Suite 200, Solana Beach, CA 92075 (the “Company”) and Multi Dimensional Bio Insight LLC, a California limited liability corporation, with

November 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

November 5, 2020 EX-10.2

Consulting Agreement dated August 25, 2020 by and between Company and Danforth Advisors, LLC (incorporated by reference from Exhibit 10.2 to the Company ’s Quarterly Report on Form 10-Q,as filed with the SEC on November 5, 2020)

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made effective as of August 25, 2020 (the “Effective Date”), by and between Organovo, Inc., a Delaware corporation, with its principal place of business being 440 Stevens Avenue, Suite 200, Solana Beach, CA 92075 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its princi

October 9, 2020 SC 13G/A

ONVO / Organovo Holdings, Inc. / ARK Investment Management LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

September 21, 2020 8-K/A

Submission of Matters to a Vote of Security Holders - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT 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 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or o

September 17, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT 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 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of

September 3, 2020 EX-99.1

Organovo Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Organovo Regains Compliance with Nasdaq Minimum Bid Price Requirement San Diego, CA, September 3, 2020 – Organovo Holdings, Inc. (“Organovo” or the “Company”) (Nasdaq: ONVO) announced today that it has regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”). On September 2, 2020, Organovo recei

September 3, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

September 3, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2020 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of

August 17, 2020 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

August 17, 2020 EX-3.1

Certificate of Second Amendment of Certificate of Incorporation of Organovo Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the SEC on August 17, 2020).

Exhibit 3.1 CERTIFICATE OF SECOND AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ORGANOVO HOLDINGS, INC. Organovo Holdings, Inc. (the “corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: A.The name of this corporation is Organovo Holdings, Inc. and the date on which the Certificate

August 17, 2020 EX-99.1

Organovo Announces One-for-Twenty Reverse Stock Split

Exhibit 99.1 Organovo Announces One-for-Twenty Reverse Stock Split San Diego, August 17, 2020 - Organovo Holdings, Inc. (the “Company”) (Nasdaq: ONVO) today announced that it filed a certificate of second amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of its common stock. The shares underlying the Company’

August 17, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2020 ORGANOVO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-35996 Delaware 27-1488943 (State or other jurisdiction of in

August 10, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35996 Organovo Holdings, Inc.

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