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, 2011
ORGANOVO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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333-169928
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27-1488943
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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710 Wellington Drive
Durham, NC
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27713
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(Address of principal executive offices)
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(Zip Code)
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919.656.7646
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(Registrant’s telephone number, including area code)
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Real Estate Restoration and Rental, Inc.
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(Former name if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On December 28, 2011 Real Estate Restoration and Rental, Inc., a Nevada corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company merged with its wholly owned subsidiary, Organovo Holdings, Inc., a Nevada corporation with no material operations ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Organovo Holdings, Inc.
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company's name. Upon the filing of Articles of Merger (the "Articles of Merger") with the Secretary of State of Nevada on December 28, 2011 to effect the Merger, the Company's Articles of Incorporation were deemed amended to reflect the change in the Company's corporate name.
A copy of the Articles of Merger as filed with the Secretary of State of Nevada on December 28, 2011 is attached as Exhibit 2.1. A copy of the Merger Agreement dated December 28, 2011 is attached as Exhibit 2.2
The Company's common stock will temporarily remain listed for quotation on OTC Markets and the OTC Bulletin Board under the current symbol “RERR” until a new symbol is assigned by Financial Industry Regulatory Authority, Inc. (FINRA). The Company will publicly announce the new trading symbol when assigned by FINRA and the effective date of the symbol change.
We are currently in discussions with Organovo, Inc., a Delaware corporation (“Organovo”) regarding a possible business combination involving the two companies. At this stage, no definitive terms have been agreed to, and neither party is currently bound to proceed with the transaction. With the permission of Organovo and as provided herein, we have changed our name to “Organovo Holdings, Inc.” to facilitate these discussions. If the parties determine not to proceed with the business combination, we will change our name back to Real Estate Restoration and Rental, Inc. or adopt another name.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
See Item 1.01 above.
Item 8.01 Other Events.
On December 28, 2011 our board of directors declared a 10.59135 for 1 forward split of our common stock in the form of a stock dividend (the “Stock Split”). The record date for the stock split will be the close of business on January 15, 2012 or such other date as approved by FINRA. In connection therewith Company shareholders of record as of the close of business on the record date, will receive an additional 9.59135 shares of our common stock for each share of our common stock held by them.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits filed as part of this Current Report are as follows:
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Exhibit No.
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Description
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2.1
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Articles of Merger as filed with the Nevada Secretary of State on December 28, 2011
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2.2
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Agreement and Plan of Merger, dated December 28, 2011, by and between Real Estate Restoration and Rental, Inc. and Organovo Holdings, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ORGANOVO HOLDINGS, INC.
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Dated: January 3, 2012
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By:
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/s/ Deborah Lovig
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Name: Deborah Lovig
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Title: Chief Executive Officer
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Exhibit 2.1
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
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Document Number
20110911816-20
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Filing Date and Time
12/28/2011 1:05 PM
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Entity Number
E0640072009-4
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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Articles of Merger
(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box qand attach an 81/2" x11" blank sheet containing the required information for each additional entity.
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Organovo Holdings, Inc.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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And,
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Real Estate Restoration and Rental, Inc.
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Name of surviving entity
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New York
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Corporation
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Jurisdiction
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Entity type*
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*corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
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Attn:
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c/o:
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3)
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(Choose one)
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o
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The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
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x
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The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
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4)
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Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box o and attach an 8 112" x 11" blank sheet containing the required information for each additional entity):
(a) Owner's approval was not required from
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| Organovo Holdings, Inc. |
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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| Real Estate Restoration and Rental, Inc. |
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Name of surviving entitiy, if applicable
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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(b) The plan was approved by the required consent of the owners of *:
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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| Harbrew Imports Ltd. |
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Name of surviving entitiy, if applicable
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* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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Name of surviving entitiy, if applicable
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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5)
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Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
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| Article One of the Articles of Incorporation of Real Estate Restoration and Rental, Inc. is hereby amended to change the name of the Corporation to Organovo Holdings, Inc. |
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6)
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Location of Plan of Merger (check a or b): (a) The entire plan of merger is attached;
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o
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(a) The entire plan of merger is attached;
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Or,
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x
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(b)The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
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7)
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Effective date (optional)**:
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* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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8)
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Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(if there are more than four merging entitles, check box o and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.):
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Organovo Holdings, Inc.
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Name of merging entity
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X /s/ Deborah Lovig
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President and Chief Executive Officer
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December 28, 2011
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Signature Deborah Lovig
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Real Estate Restoration and Rental, Inc.
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Name of surviving entity
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X /s/ Deborah Lovig
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President and Chief Executive Officer
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December 28, 2011
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Signature Deborah Lovig
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Title
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Date
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* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER, dated as of December 28, 2011, is entered into by and between Real Estate Restoration and Rental, Inc., a Nevada corporation (“RERR”), and Organovo Holdings, Inc., a Nevada corporation (“Organovo”).
RECITALS
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A.
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Organovo is a wholly-owned subsidiary of RERR;
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B.
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The boards of directors of Organovo and RERR deem it advisable and in the best interests of their respective companies and shareholders that Organovo be merged with and into RERR, with RERR remaining as the surviving corporation under the name “Organovo Holdings, Inc.”;
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C.
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The board of directors of Organovo has approved the plan of merger embodied in this Agreement; and
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D.
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The board of directors of RERR has approved the plan of merger embodied in this Agreement.
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In consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
AGREEMENT
1. THE MERGER
1.1 The Merger. Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Organovo shall be merged with and into RERR in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of Organovo shall cease, and RERR shall be the surviving corporation under the name “Organovo Holdings, Inc.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.
1.2 The Effective Date. The Merger shall become effective on the date and at the time (the “Effective Date”) that:
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(a)
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the Articles of Merger, in substantially the form previously circulated among the Board of Directors of RERR and Organovo, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and
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(b)
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after satisfaction of the requirements of the laws of the State of Nevada.
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1.3 Articles of Incorporation. On the Effective Date, the Articles of Incorporation of RERR, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of RERR, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Organovo Holdings, Inc.”.
1.4 Bylaws. On the Effective Date, the Bylaws of RERR, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
1.5 Directors and Officers. The directors and officers of RERR immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
2. CONVERSION OF SHARES
2.1 Common Stock of RERR. Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of RERR, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.0001 per share (the “Survivor Stock”).
2.2 Common Stock of Organovo. Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Organovo, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.
2.3 Exchange of Certificates. Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.
3. EFFECT OF THE MERGER
3.1 Rights, Privileges, Etc. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Organovo and RERR; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Organovo and RERR on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed; title to any real estate, or any interest therein vested in Organovo or RERR, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Organovo and RERR shall be preserved unimpaired, and all liens upon the property of Organovo or RERR shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
3.2 Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Organovo such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Organovo and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Organovo or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
4. GENERAL
4.1 Abandonment. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Organovo and RERR.
4.2 Amendment. At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Organovo and RERR.
4.3 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
4.4 Counterparts. In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
4.5 Electronic Means. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.
| REAL ESTATE RESTORATION AND RENTAL, INC. | |||
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By:
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/s/ Deborah Lovig | ||
| Name: | Deborah Lovig | ||
| Title: | President and Chief Executive Officer | ||
| ORGANOVO HOLDINGS, INC. | |||
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By:
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/s/ Deborah Lovig | ||
| Name: | Deborah Lovig | ||
| Title: | President and Chief Executive Officer | ||