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 Act of 1934, as amended
Subject Company: Tarveda Therapeutics, Inc.
File No. of Related Registration Statement: 333-235683
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Organovo
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440 Stevens Avenue, Suite 200
Solana Beach, CA 92075
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t 858.224.1000
www.organovo.com
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February 26, 2020
Dear Fellow Stockholders,
As most of you are aware, the past
year has been challenging for Organovo. Throughout it all, the Board of Directors and management team have been sharply focused on identifying the best path to maximize value for you, our stockholders. In that spirit, Im reaching out to you
today to encourage you to read the definitive proxy statement/prospectus/information statement that was mailed to you on or around February 26, 2020, and to vote in support of the proposed merger with Tarveda Therapeutics, Inc. and the other
proposals described in the definitive proxy statement/prospectus/information statement which we believe provides the best opportunity to maximize value for our stockholders.
As a stockholder of record as of February 14, 2020, I ask you to consider carefully the Boards recommendation to:
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Authorize the merger with Tarveda by approving the issuance of Organovos common stock to the Tarveda
securityholders in accordance with the terms of the merger agreement;
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2)
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Vote in favor of the proposed reverse stock split by approving an amendment to the Organovo certificate of
incorporation (in order to maintain our Nasdaq listing, and to allow us to have sufficient shares of common stock to issue to the Tarveda securityholders); and
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3)
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Vote in favor of the other items outlined in the definitive proxy statement/prospectus/information statement.
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Your vote is very important, no matter how many shares you own. Please help us keep your company moving forward and support the Tarveda
transaction and the other items outlined in the definitive proxy statement/prospectus/information statement by voting today.
Please follow the
instructions on the proxy card you receive with the definitive proxy statement/prospectus/information statement to vote by telephone or Internet or sign, date and return the proxy card in the postage-paid envelope provided.
The Tarveda Opportunity
There continues to be a positive
and receptive market for clinical stage biotech companies with robust technology platforms offering promising therapeutics in human clinical testing, particularly in the rapidly evolving field of cancer therapeutics. Against this backdrop,
Organovos Board and management team evaluated multiple opportunities to identify transactions that could maximize the value of our tangible and intangible assets, including our cash and public company profile, in order to provide our
stockholders potential for growth and value.