This information was last updated on November 24, 2013 and should be considered current as of that date.

How does Organovo manage insider stock transactions?

Investors may see disclosure of insider transactions on Form 4 including executive disposition of shares, and should consider that:

• Organovo considers the opportunity to benefit from stock appreciation as an important tool to align the interests of its executives with the interests of its investors, and to be a key component of its ability to attract and retain key executives. To date, we target cash compensation that is below median for our peer group and balance that with a strong equity opportunity
• Transactions labeled Automatic Sale or “pursuant to a Rule 10b5-1 trading plan” are planned sales executed by a broker on behalf of a reporting person under timing and rules set well in advance
• Certain dispositions are not for immediate gain, including dispositions involving shares surrendered to Organovo as tax withholding on vesting Restricted Stock Grants
• Certain dispositions may represent charitable gifts of pre-tax shares
• Organovo currently has a policy wherein all Executives must maintain an equity positions valued at 3x their annual salary, and wherein the CEO must maintain an equity position valued at 5x his annual salary
• Organovo Executives must receive prior Board approval for equity transactions, and as of November 20, 2013, no 10b5-1 plan is active that would change any executive’s total of shares beneficially owned and options by more than 10%

How are matters of disclosure handled?

The Company follows SEC guidelines and the guidance of our legal counsel and accountants in all matters of disclosure. Certain matters that rise to a significant magnitude are appropriately disclosed on Form 8-K (generally within 4 business days of the event). For matters falling below a level that requires a Form 8-K filing, and occurring during a fiscal quarter, the appropriate time for the Company to provide such disclosure is in the next periodic report it files with the SEC (either a Form 10-Q or 10-K). Investors should be wary of fictitious claims made during the period between the close of any fiscal quarter and the filing of the applicable Form 10-Q or 10-K for such quarter that the Company is not disclosing properly, which in such a case is simply because the opportunity for disclosure in a timely Form 10-Q or 10-K has at that point not yet arrived.

How does the Company intend to increase its revenues?

Organovo hopes to take the fastest path to generating revenues by focusing on partnerships and products that do not require regulatory approval before contributing to revenue growth. The company expects to launch its first product, a 3D liver toxicology assay, in 2014.

How should investors consider the fact that Organovo is not profitable?

Unlike the most successful 3D Printer manufacturers in the non-bio space, Organovo is a development stage company. It is very typical for life science companies at the development stage to be judged based on their achievement of milestones and their overall commercial opportunity, rather than purely on the generation of revenues or profitability. Investors in life science companies consider the milestones a company has achieved, as well as the remaining risks to achieving commercial success and the overall commercial opportunity if they do achieve success. Organovo believes that its revenues to date from corporate partners offer validation that its technology has commercial potential.

Does the Company expect near term dilution with 11M shares from the Form S-8 filed on November 8, 2013?

No. The Company filed a registration statement on Form S-8 to register 5M shares authorized for future issuance under its 2012 Equity Incentive Plan, in alignment with the shareholder vote taken at the Company’s 2013 Annual Meeting of Shareholders approving the new shares. When added to the remaining shares from previous amounts approved by the Company’s shareholders, a total of 6M shares remain available for future issuance. These shares are expected to be awarded by the Compensation Committee of the Company’s Board of Directors during 2013, 2014 and 2015 to all Organovo executives, employees and directors to compensate these individuals in accordance with industry best practices and to provide them with incentives focused on building long-term shareholder value. The Compensation Committee typically awards stock options, which vest over a 4 year period as the individual continues to provide services to the Company. As such, the shares recently approved by the Company’s shareholders are not anticipated to represent near term dilution. A total of over 11M shares have been approved by the Company’s shareholders under the Company’s Equity Incentive Plans over time, with 6M shares remaining available to be awarded in the future.

The Company filed a shelf registration for $100M and has raised $46M since, will $54M additional be raised?

It is common for companies in Organovo’s peer group to file a Form S-3 shelf registration statement for amounts ranging from 20%-50% of their market cap. It is good housekeeping practice to have such a shelf registration statement available to take advantage of beneficial financing conditions. We may choose to raise additional amounts over the effective period of the Form S-3, which lasts until July 26, 2016, or we may choose to raise no additional capital at all during that period. The Company will always seek to make a strong case to investors about why it makes sense at any given point to have additional capital on hand, and how it can be used to drive shareholder value.

What can you say about the lawsuit the Company filed against Spencer Trask?

On June 28th, 2013 we filed a lawsuit simply asking a Court to find that an agreement that we negotiated with Spencer Trask Ventures, Inc. and that they signed, is a valid and enforceable agreement. Based on the fact that both parties signed it, we claim that it is and that the 5% fee we paid Spencer Trask for helping us with the Warrant Call Solicitation is the only compensation they are owed. Spencer Trask claims that the agreement is not valid. In an arbitration claim they later filed on July 25th, they claim to be owed 10% fee as well as 20% warrant coverage on the affected Warrants in the Warrant Call Solicitiation, in addition to similar compensation for the Warrant Tender Offer we completed in December 2012 as well as damages they claim from us for us having contacted our warrantholders. Please review our filings for full details, including the language in our recent Form 10-Q at this link. Organovo believes firmly that STV’s claims are frivolous and that filing the lawsuit was in our shareholders best interests.

Did the Company spend $20-$40M per quarter in 2012?

The Company has reported significant Net Losses and Net Profits in its quarterly financial statements during 2012 as a result of changes in the fair value of outstanding warrants to purchase shares of its common stock. Net Profit (Loss) numbers over the quarterly periods ended June 30, 2012, Sept 30, 2012, Dec 31, 2012, and Mar 31, 2013, were ($35.4M), +$38.5M, ($9.6M), and ($16.1M), respectively. Neither the profitable quarter nor the Net Losses represent significant positive or negative cash expenditures by the Company, which has consistently reported net cash used in operating activities over the past four quarters in the range of $1.8-$2.8M, and averaged $2.4M per quarter for the year 2012. Our total net cash used in operating activities during calendar year 2012 was $9.7M, and the Net Profit (Loss) for the year was ($43.5M).

The “Other Income (Expense)” items reported by the Company as a result of the changes in the fair value of the warrant liability are “non-cash” in nature. As a result, the Company does not believe that the changes in “Net Losses (Profits)” resulting from the change in the fair value of its warrant liability reflect economic activities or financial obligations undertaken by the Company and cautions stockholders not to give these numbers undue importance when considering our financial condition and our results of operations.

Is the warrant liability gone and where can I see it in the financials?

The warrant liability associated with the investor warrants is gone because all of these warrants have been exercised. We still have warrant liability associated with the outstanding warrants we issued to our placement agents. We report the warrant liability each fiscal quarter in our Balance Sheet as “Warrant liabilities” and in the Statement of Operations as “Change in fair value of warrant liabilities.” Various factors are considered in the valuation model we use to calculate the fair value of the warrants. Future changes in these factors will have a significant impact on the computed fair value of the warrant liability. As such, we expect future changes in the fair value of the warrants to continue to vary significantly from quarter to quarter.

Safe Harbor Statement

Any statements contained in this website 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 such forward-looking statements are based on our current expectations, but are subject to a number of risks and uncertainties. The factors that could cause our actual future results to differ materially from our current expectations include, but are not limited to, the risks and uncertainties relating to our ability to develop, market and sell products based on our technology; the expected benefits and efficacy of our products and technology; the market acceptance for our products and technology, and the risks related to our 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 reports on Forms 10-K, 10-Q and 8-K, 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.