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 5, 2014
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 incorporation) |
(I.R.S. Employer Identification No.) |
6275 Nancy Ridge Dr.,
San Diego, California 92121
(Address of principal executive offices, including zip code)
(858) 550-9994
(Registrant’s telephone number, including area code)
(Former Name or Former Address, 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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 8, 2014, Organovo Holdings, Inc. (the “Company”) issued a news release in which it announced that its Board of Directors (the “Board”) had appointed Kirk Malloy, Ph.D., as a new Class I director. As a Class I director, Dr. Malloy will stand for election by the Company’s stockholders at the 2015 Annual Meeting of Stockholders. A copy of the Company’s news release is furnished as Exhibit 99.1 to this report.
Dr. Malloy is currently the Senior Vice President and General Manager of the Life Sciences Business of Illumina, Inc., a position he has held since January 2014. The Life Sciences Business is Illumina’s largest business unit, with annual revenues greater than $1 billion. Dr. Malloy joined Illumina in 2002, and has served in a number of executive leadership positions, including Vice President, Global Customer Solutions from 2007 to 2013, Vice President, Global Quality from 2005 to 2007 and Senior Director, Global Customer Solutions from 2002 to 2005. Prior to joining Illumina, Dr. Malloy held leadership positions at Biosite, Inc. and Qiagen, Inc. Dr. Malloy received his B.S. degrees in Biology and Marine Science from the University of Miami, College of Arts & Sciences and his M.S. and Ph.D. degrees in Marine Biology/Biochemistry from the University of Delaware, College of Earth, Ocean and Environment.
In appointing Dr. Malloy as a director, the Board considered Dr. Malloy’s managerial and leadership experience at Illumina and other publicly-traded biotechnology companies. Among other things, Dr. Malloy’s many years of experience in managing and supervising the commercialization of biotechnology products will permit him to contribute valuable strategic management insight to the Board, particularly as the Company recently announced the commercial launch of its exVive3DTM Human Liver Tissue.
The Company’s non-employee director compensation program includes an annual cash retainer of $24,000, plus additional cash retainers for service as the Chair of one of the Board’s standing Committees as well as meeting fees for attending Board and Committee meetings. Under this program, each non-employee director upon appointment to the Board receives a stock option to acquire that number of shares of the Company’s common stock equal to 0.07% of the outstanding shares of common stock of the Company on the date of grant, with the number of shares subject to the option rounded to the nearest 500 shares (the “Initial Option Grant”). In addition, pursuant to this program, each non-employee director continuing in office after the date of an annual meeting of stockholders will receive a stock option grant to acquire that number of shares of the Company’s common stock equal to 0.04% of the outstanding shares of common stock of the Company on the date of grant, with the number of shares subject to the option rounded to the nearest 500 shares.
In connection with his election to the Board, Dr. Malloy will receive a pro-rated cash retainer for his Board service, and to the extent he is appointed as the Chair of any of the standing Board Committees, he will be eligible to receive an additional pro-rated cash retainer for such service. He will also receive a cash fee of $2,000 for each Board meeting and $1,000 for each Committee meeting he attends. In addition, on December 5, 2014, the Board granted Dr. Malloy a stock option for 56,500 shares of common stock, representing his Initial Option Grant. Dr. Malloy’s Initial Option Grant will vest quarterly over three years, subject to accelerated vesting in the event of a change of control. His Initial Option Grant has an exercise price of $6.07 per share, the fair market value of the Company’s common stock on the date of grant. Dr. Malloy’s Initial Option Grant is subject to the terms and conditions of the Company’s 2012 Equity Incentive Plan and a Stock Option Award Agreement in the form previously approved by the Board for issuance to the Company’s non-employee directors.
The Company also entered into an Indemnification Agreement with Dr. Malloy. The Indemnification Agreement provides for indemnification and advancement of litigation and other expenses to Dr. Malloy to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries. The Indemnification Agreement is identical in all material respects to the indemnification agreements entered into with the Company’s other directors and officers.
Dr. Malloy is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings by which Dr. Malloy was named a director.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 99.1 | Press Release, dated December 8, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORGANOVO HOLDINGS, INC. | ||||
| Date: December 8, 2014 | /s/ Keith Murphy | |||
| Keith Murphy | ||||
| Chief Executive Officer | ||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated December 8, 2014. | |
Exhibit 99.1
Organovo Appoints Dr. Kirk Malloy to Board of Directors
SAN DIEGO, Dec. 8, 2014 /PRNewswire/ — Organovo Holdings, Inc. (NYSE MKT: ONVO) (“Organovo”), a three-dimensional biology company focused on delivering breakthrough 3D bioprinting technology, announced today Kirk D. Malloy, Ph.D. has been appointed to the Company’s Board of Directors. Dr. Malloy has held management and executive leadership positions in rapidly growing life science and diagnostics companies for 18 years. He is currently Senior Vice President and General Manager of Life Sciences at Illumina, a leading developer and supplier of genetic analysis instrumentation, assays and software for the life science and diagnostics markets.
“Organovo’s 3D bioprinting technology has broad applications in disease research and drug discovery. We welcome Dr. Malloy’s experience in advancing industry-changing technology platforms and building commercial growth in the life science markets,” said Organovo Chief Executive Officer Keith Murphy.
“Organovo has a strong foundation with their unmatched commercial 3D bioprinting technology and numerous industry and research collaborations. I look forward to helping the team further their collaborations and develop new opportunities for the life science markets as Organovo proceeds to create a range of tissue and disease models for medical research, drug testing and therapeutic applications,” said Dr. Malloy.
At Illumina, Dr. Malloy oversees the company’s core platform technologies and the core life sciences markets they enable. He joined Illumina in 2002 and has served as Vice President of Customer Solutions and Vice President of Quality, building and leading the commercial support organization and a robust service business for all of Illumina’s markets. Prior to joining Illumina, Dr. Malloy built and managed training, support and validation services at Biosite Inc., a leading provider of rapid diagnostics products, where he helped build the point of care cardiovascular diagnostics test market. Before Biosite, Dr. Malloy held several commercial management positions at QIAGEN, Inc., a provider of molecular biology reagents and for the life sciences, veterinary, diagnostics, and applied markets. Before joining industry, Dr. Malloy spent several years as an academic scientist teaching and conducting research.
Dr. Malloy earned his B.S. in biology from the University of Miami and his M.S. and Ph.D. from the University of Delaware and held post-doctoral positions at Boston University and Northeastern University. He completed a certification for Corporate Directors at UCLA Anderson School of Management.
About Organovo Holdings, Inc.
Organovo designs and creates functional, three-dimensional human tissues for use in medical research and therapeutic applications. The Company develops 3D human disease models through internal development and in collaboration with pharmaceutical and academic partners. Organovo’s 3D human tissues have the potential to accelerate the drug discovery process,
enabling treatments to be developed faster and at lower cost. The company recently launched its initial product of the planned exVive3DTM portfolio offering, a 3D Human Liver Tissue for use in Toxicology and other preclinical drug testing. Additional products, including a 3D Kidney Model, are in development with anticipated release for use in the latter half of calendar year 2016. The company also actively conducts early research on specific tissues for therapeutic use in direct surgical applications. In addition to numerous scientific publications, the Company’s technology has been featured in The Wall Street Journal, Time Magazine, The Economist, and numerous others. Organovo is changing the shape of medical research and practice. Learn more at www.organovo.com.
Safe Harbor Statement
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the Company’s ability to develop, market and sell products based on its technology; the expected benefits and efficacy of the Company’s products and technology; the market acceptance of the Company’s products; and the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in our filings with the SEC, including our annual report on Form 10-K filed with the SEC on June 10, 2014 and its report on Form 10-Q filed with the SEC on November 7, 2014, as well as our other filings with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
SOURCE Organovo Holdings, Inc.
Investor Contact, Barry Michaels, Chief Financial Officer, 858-224-1000, ext. 3, IR@organovo.com; or Gerry Amato, Amato and Partners, LLC, Investor Relations, gerald@amatoandpartners.com; Media Contact, Mike Renard, EVP, Commercial Operations, 858-224-1006, mrenard@organovo.com