M&A - ORGANOVO HOLDINGS, INC.
Form Type: 8-K
Filing Date: 2025-04-02
Corporate Action: Acquisition
Type: Update
Accession Number: 000095017025048888
Filing Summary: On April 2, 2025, Organovo Holdings, Inc. reported preliminary unaudited cash for the fiscal year ending March 31, 2025, and net cash utilization results for the fiscal fourth quarter of 2025. The company anticipates meeting all requirements for continued listing on the Nasdaq Capital Market. The report comes in the context of prior communications with Nasdaq regarding compliance with stockholders' equity requirements and minimum bid price for its shares. On March 25, 2025, Organovo completed the sale of its FXR program and related assets to Eli Lilly and Company for up to $60 million, with $10 million received upfront. Following these transactions, Organovo believes it now meets the stockholders' equity requirement necessary for Nasdaq listing compliance.
Document Link: View Document
Additional details:
Cash On Hand: preliminary unaudited cash for FY ending March 31, 2025
Net Cash Utilization: net cash utilization results for Q4 2025
Minimum Equity Requirement: minimum of $2,500,000 in stockholders' equity after transactions
Asset Sale Details: Sale of FXR program to Eli Lilly for up to $60 million
Upfront Payment: $10 million upfront payment from Eli Lilly
Form Type: 8-K
Filing Date: 2025-02-25
Corporate Action: Acquisition
Type: New
Accession Number: 000095017025026097
Filing Summary: On February 23, 2025, Organovo Holdings, Inc. entered into an asset purchase agreement with Eli Lilly and Company for the sale of the Company's FXR program and related assets. The agreement stipulates an upfront cash payment of $10 million, with $9 million to be paid at closing and $1 million placed in escrow for indemnification claims. Lilly will also assume certain liabilities related to the FXR program and may make additional milestone payments up to $50 million based on the achievement of various milestones. The transaction is expected to close within approximately 30 days of signing, contingent upon closing conditions. Alongside this agreement, transition services and ancillary agreements will be finalized at close. Furthermore, the company has received multiple notices from Nasdaq regarding compliance issues related to stock pricing and equity requirements, which could impact its listing status.
Document Link: View Document
Additional details:
Asset Purchase Agreement Date: 2025-02-23
Upfront Cash Payment: 10.0 million
Cash At Closing: 9.0 million
Escrow Amount: 1.0 million
Milestone Payments: up to 50.0 million
Required Closing Conditions: satisfaction or waiver of conditions for Asset Sale
Delisting Notice Date: 2025-01-16
Equity Compliance Notice Date: 2025-02-19
Nasdaq Hearing Date: 2024-02-27
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