ONVO / Organovo Holdings, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

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.

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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)

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

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

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

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

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,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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.

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

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

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

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

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

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

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.

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.

Filing Fee Table.

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

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

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

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.

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

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.

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

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

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

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 (

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

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

Explanatory Note

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

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

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

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

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

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

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

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,

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

[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.

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

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

Filing Fee Table.

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

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

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

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

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

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.

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

Filing Fee Table.

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

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.

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

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.

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

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

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

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

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

Filing Fee Table.

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

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

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.

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

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

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.

Calculation of Filing Fee Table

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

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.

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

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

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

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

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

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

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

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

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

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

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.

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

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

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

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 (

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

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.

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

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

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.

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-

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

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)

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.

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

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.

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.

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

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.

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.

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.

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.

Calculation of Filing Fee Table

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

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.

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

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

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

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

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

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?)

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

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.

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

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

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

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

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 (

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

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

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

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

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.

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

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

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

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

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.

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.

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

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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 (

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

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

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

- S-8

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

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

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

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.

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

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

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.

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

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.

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

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

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

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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

Form S-3

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

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

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

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”)

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

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

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

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

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

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.

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

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

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.

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

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

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

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

- 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

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

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’

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

- 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

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.

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

- 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

Annual Report - 10-K/A

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, 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 No. 001-35996 O

- PRE 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

Form of Separation Agreement and Release with the Company’s officers (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 15, 2020).

EX-10.4 Exhibit 10.4 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between [ ] (“Employee”) and Organovo Holdings, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) pursuant to the Organovo Holdings, Inc. Severance and Change in Control Plan, as amended (the “Plan”) and the Severance Plan

Form of Release Agreement by Keith Murphy in favor of the Company’s directors and officers.

EX-10.2 Exhibit 10.2 RELEASE AGREEMENT This Release Agreement (the “Release”) is entered into as of the day of , 2020, by and between (the “[Director/Officer]”) and Keith Murphy (“Mr. Murphy”). RECITALS WHEREAS, the [Director/Officer] is a [director/officer] of Organovo Holdings, Inc. (the “Company”); and WHEREAS, in connection with that certain Cooperation Agreement, dated as of July 8, 2020 (the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): July 14, 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

Form of Separation and Mutual Release Agreement with the Company’s directors.

EX-10.3 4 d931793dex103.htm EX-10.3 Exhibit 10.3 SEPARATION AND MUTUAL RELEASE AGREEMENT This Separation and Mutual Release Agreement (the “Release”) is entered into as of the day of , 2020, by and between (the “Director”) and Organovo Holdings, Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, the Director is a director of the Company; and WHEREAS, in connection with that certain Co

Form of Release Agreement by Keith Murphy in favor of the Company’s directors and officers.

EX-10.2 Exhibit 10.2 RELEASE AGREEMENT This Release Agreement (the “Release”) is entered into as of the day of , 2020, by and between (the “[Director/Officer]”) and Keith Murphy (“Mr. Murphy”). RECITALS WHEREAS, the [Director/Officer] is a [director/officer] of Organovo Holdings, Inc. (the “Company”); and WHEREAS, in connection with that certain Cooperation Agreement, dated as of July 8, 2020 (the

Cooperation Agreement, dated July 14, 2020, between the Company and Keith Murphy. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 15, 2020)

EX-10.1 Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) dated as of July 14, 2020, is made and entered into by Organovo Holdings, Inc., a Delaware corporation (the “Company”) and Keith E. Murphy (“Mr. Murphy”). The Company and Mr. Murphy shall be referred to herein individually as a “Party,” and collectively, as the “Parties.” RECITALS WHEREAS, the Company’s Board

- 8-K

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 14, 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

Form of Separation and Mutual Release Agreement with the Company’s directors (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on July 15, 2020)

EX-10.3 Exhibit 10.3 SEPARATION AND MUTUAL RELEASE AGREEMENT This Separation and Mutual Release Agreement (the “Release”) is entered into as of the day of , 2020, by and between (the “Director”) and Organovo Holdings, Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, the Director is a director of the Company; and WHEREAS, in connection with that certain Cooperation Agreement, dated a

Form of Separation Agreement and Release with the Company’s officers.

EX-10.4 Exhibit 10.4 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between [ ] (“Employee”) and Organovo Holdings, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) pursuant to the Organovo Holdings, Inc. Severance and Change in Control Plan, as amended (the “Plan”) and the Severance Plan

Cooperation Agreement, dated July 14, 2020, between the Company and Keith Murphy.

EX-10.1 Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) dated as of July 14, 2020, is made and entered into by Organovo Holdings, Inc., a Delaware corporation (the “Company”) and Keith E. Murphy (“Mr. Murphy”). The Company and Mr. Murphy shall be referred to herein individually as a “Party,” and collectively, as the “Parties.” RECITALS WHEREAS, the Company’s Board

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

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 (

Annual Report - 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, 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 No. 001-35996 ORGANOVO HOLDINGS, IN

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 19, 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 incor

Amendment to the Organovo Holdings, Inc. Severance and Change in Control Plan, dated May 19, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 20, 2020).

EXHIBIT 10.1 AMENDMENT NO. 1 TO ORGANOVO HOLDINGS, INC. SEVERANCE AND CHANGE IN CONTROL PLAN This Amendment No. 1 (this “Amendment”) to the Organovo Holdings, Inc. Severance and Change in Control Plan (the “Plan”) is effective as of May 19, 2020. All undefined terms used herein shall have the meaning set forth in the Plan. 1.The Definition of “Change in Control” set forth in Section 1 of the Plan

Organovo Announces Termination of Merger Agreement with Tarveda Therapeutics

Exhibit 99.1 Organovo Announces Termination of Merger Agreement with Tarveda Therapeutics SAN DIEGO-(BUSINESS WIRE)-April 7, 2020- Organovo Holdings, Inc. (“Organovo”) (Nasdaq: ONVO) announced today that it has terminated the merger agreement with Tarveda Therapeutics, Inc. (“Tarveda”), originally announced on December 16, 2019, and will continue to operate as an independent company. The Company h

Termination of a Material Definitive Agreement, 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): April 7, 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 inco

ONVO / Organovo Holdings, Inc. 425 - Merger Prospectus - 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): April 7, 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 inco

Organovo Announces Termination of Merger Agreement with Tarveda Therapeutics

Exhibit 99.1 Organovo Announces Termination of Merger Agreement with Tarveda Therapeutics SAN DIEGO-(BUSINESS WIRE)-April 7, 2020- Organovo Holdings, Inc. (“Organovo”) (Nasdaq: ONVO) announced today that it has terminated the merger agreement with Tarveda Therapeutics, Inc. (“Tarveda”), originally announced on December 16, 2019, and will continue to operate as an independent company. The Company h

ONVO / Organovo Holdings, Inc. 425 - Merger Prospectus - 425

Filed by Organovo Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Tarveda Therapeutics, Inc. File No. of Related Registration Statement: 333-235683 Organovo Holdings, Inc. Reminds Stockholders About Adjourned Special Meeting of Stockholders SAN DIEGO,

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, 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 inc

Organovo Holdings, Inc. Reminds Stockholders About Adjourned Special Meeting of Stockholders

Exhibit 99.1 Organovo Holdings, Inc. Reminds Stockholders About Adjourned Special Meeting of Stockholders SAN DIEGO, CALIFORNIA, March 31, 2020— Organovo Holdings, Inc. (“Organovo”) (Nasdaq: ONVO) convened, on March 26, 2020, the special meeting of stockholders (the “Special Meeting”) and then adjourned the Special Meeting until Tuesday, April 7, 2020 10:00 A.M. Pacific Time at www.virtualsharehol

ONVO / Organovo Holdings, Inc. 425 - Merger Prospectus - 425

Filed by Organovo Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as amended Subject Company: Tarveda Therapeutics, Inc. File No. of Related Registration Statement: 333-235683 On March 31, 2020 Organovo Holdings, Inc. (the “Company” or “Organovo”) made the following email corresp

Organovo Holdings, Inc. Reminds Stockholders About Adjourned Special Meeting of Stockholders

Exhibit 99.1 Organovo Holdings, Inc. Reminds Stockholders About Adjourned Special Meeting of Stockholders SAN DIEGO, CALIFORNIA, March 31, 2020— Organovo Holdings, Inc. (“Organovo”) (Nasdaq: ONVO) convened, on March 26, 2020, the special meeting of stockholders (the “Special Meeting”) and then adjourned the Special Meeting until Tuesday, April 7, 2020 10:00 A.M. Pacific Time at www.virtualsharehol

ONVO / Organovo Holdings, Inc. 425 - Merger Prospectus - 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 31, 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 inc

Organovo Holdings, Inc. Announces Adjournment of Special Meeting of Stockholders

EX-99.1 2 onvo-ex9916.htm EX-99.1 Exhibit 99.1 Organovo Holdings, Inc. Announces Adjournment of Special Meeting of Stockholders SAN DIEGO, CALIFORNIA, March 27, 2020— Organovo Holdings, Inc. (“Organovo”) (Nasdaq: ONVO) convened, on March 26, 2020, the special meeting of stockholders and then adjourned the special meeting of stockholders until Tuesday, April 7, 2020 10:00 A.M. Pacific Time at www.v

Organovo Holdings, Inc. Announces Adjournment of Special Meeting of Stockholders

Exhibit 99.1 Organovo Holdings, Inc. Announces Adjournment of Special Meeting of Stockholders SAN DIEGO, CALIFORNIA, March 27, 2020— Organovo Holdings, Inc. (“Organovo”) (Nasdaq: ONVO) convened, on March 26, 2020, the special meeting of stockholders and then adjourned the special meeting of stockholders until Tuesday, April 7, 2020 10:00 A.M. Pacific Time at www.virtualshareholdermeeting.com/ONVO2

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 26, 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 inc

ONVO / Organovo Holdings, Inc. 425 - Merger Prospectus - 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 26, 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 inc