Consummation of the Merger is subject to certain closing conditions, including, among other
things, approval by the stockholders of Organovo and Tarveda, the continued listing of the Organovo common stock on The Nasdaq Global Market or The Nasdaq Capital Market, and Tarveda having at least $15,000,000 in cash and cash equivalents at the
closing of the Merger.
The Merger Agreement contains certain termination rights for both Organovo and Tarveda, and further provides that,
upon termination of the Merger Agreement under specified circumstances, either party may be required to pay the other party a termination fee of $1,000,000 (or $2,000,000 in certain circumstances), and reimburse the other party’s expenses
incurred, up to a maximum of $300,000 (or $500,000 in certain circumstances).
Support Agreements
Concurrently with the execution of the Merger Agreement, the executive officers and directors and certain other stockholders of Tarveda
entered into support agreements with Organovo and Tarveda (the “Tarveda Support Agreements”) who in the aggregate own approximately 85% of the outstanding shares of Tarveda common stock on an
as-converted to common stock basis. The Tarveda Support Agreements provide, among other things, that the stockholders who are parties to the Tarveda Support Agreements will vote all of the shares held by them
in in favor of the adoption of the Merger Agreement or any other matter necessary to consummate the transactions contemplated by the Merger Agreement and against any “acquisition proposal,” as defined in the Merger Agreement.
Concurrently with the execution of the Merger Agreement, the executive officers and directors of Organovo entered into support agreements with
Organovo and Tarveda (the “Organovo Support Agreements”). The Organovo Support Agreements provide, among other things, that the stockholders who are parties to the Organovo Support Agreements will vote all of the shares held by them
in in favor of the Organovo Stockholder Proposals or any other matter necessary to consummate the transactions contemplated by the Merger Agreement and against any “acquisition proposal,” as defined in the Merger Agreement.
Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, (i) the officers and directors of Organovo and (i) the officers, directors
and certain securityholders of Tarveda, who in the aggregate own approximately 85% of the outstanding shares of Tarveda common stock on an as-converted to common stock basis, entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which they accepted certain restrictions on transfers of any shares Organovo’s common stock
for the 180-day period following the Effective Time.
The preceding summary does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement, the form of Organovo Support Agreement, the form of Tarveda Support Agreement and the form of Lock-Up Agreement, which are filed
as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, and which are incorporated herein by reference.
The Merger Agreement (and the foregoing
description of the Merger Agreement and the transactions contemplated thereby) has been included to provide investors and stockholders with information regarding the terms of the Merger Agreement and the transactions contemplated thereby. It is not
intended to provide any other factual information about Organovo or Tarveda or to modify or supplement any factual disclosures about Organovo in its public reports filed with the SEC. The representations, warranties and covenants contained in the
Merger Agreement were made only as of specified dates for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by such parties. In
particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating
risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports
and documents filed with the SEC. Investors and stockholders are not third-party beneficiaries under the Merger Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations
of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may
not be fully reflected in the parties’ public disclosures.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.