ONVO Organovo Holdings, Inc. - 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective at 12:01 a.m. (Eastern Time) on April 24, 2025, Organovo Holdings, Inc., a Delaware corporation (the “Company”), changed its name to VivoSim Labs, Inc. (the “Name Change”) by filing a Certificate of Fourth Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware on April 23, 2025. In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), the board of directors of the Company (the “Board”) approved the Name Change and the Certificate of Amendment. Pursuant to Section 242(b)(1) of the DGCL, stockholder approval was not required for the Name Change or the Certificate of Amendment. The Name Change does not affect the rights of the Company’s stockholders, and there were no other changes to the Certificate of Incorporation.

In addition, effective April 24, 2025, the Company amended and restated its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name Change (the “A&R Bylaws”). The A&R Bylaws contain no other changes. In accordance with the DGCL and the Bylaws, the Board approved the A&R Bylaws, and stockholder approval was not required for such amendment.

The foregoing descriptions are only a summary of the Certificate of Amendment and the A&R Bylaws, and are qualified in their entirety by reference to the full text of the Certificate of Amendment and the A&R Bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On April 24, 2025, the Company issued a press release announcing emergence from stealth mode to provide technologies for FDA turn away from animal models. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including the press release attached hereto as Exhibit 99.1, is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the 1934 Act, or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

In connection with the Name Change, the Company’s common stock, par value $0.001 per share (the “Common Stock”), will begin trading on the Nasdaq Capital Market under the new ticker symbol “VIVS,” effective as of the opening of trading hours on April 24, 2025 (the “Symbol Change”). The CUSIP number of the Common Stock will be unchanged and remain 68620A302.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number

Description

3.1

Certificate of Fourth Amendment to the Certificate of Incorporation, dated April 23, 2025.

3.2

Amended and Restated Bylaws of VivoSim Labs, Inc., effective as of April 24, 2025.

99.1

Press Release dated April 24, 2025.

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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