By taking an upfront hit of 27.5%, INO shareholders prevented the possibility of further dilution for the next 21 months. This has paid off handsomely for early investors who realized the value of the financing, easily netting over 250% in gains as the cash allowed the immunotherapeutic company to reach significant catalysts. Let's not forget, the shorts also tried to make the same case for Inovio.
2. The current legal battle with Spencer Trask Ventures
Fellow contributor Richard Pearson is easily one of the most outspoken bears on Organovo. In his most recent short piece on ONVO, he wrote about the current legal action between the company and its former early investor and placement agent Spencer Trask Ventures. The details of the proceeding can be read in his article. Having read the documents hosted on Richard Pearson's own website, moxreport.com (this is made quite clear upon viewing the site), it is my own opinion that Organovo's liability from the legal battle has been largely overblown, credits due to Pearson's subtle use of hyperbole and logical fallacies.
His article's section on the matter fails to mention any legal precedent that would further clarify Organovo or STV's position, instead relying on misleading vividness to paint a negative portrayal of Organovo and its management. Although I may not be a lawyer, my research (and a law course I took in college) leads me to believe that STV's case is invalid. STV's rescission appears to in be bad faith, especially in consideration of the fact that STV continued to accept payment after the so called "rescission email". In my opinion, the worst case scenario for Organovo and its shareholders will be a settlement outside of court for no more than $1 million, which given its current cash position, should not meaningfully impact its operational outlook.
The following is the company's details on the matter on its 10-k, I don't recommend reading it, but for those of you who do:
"Spencer Trask Matter. On June 28, 2013, the Company filed a lawsuit for declaratory relief in the Supreme Court for the State of New York (case # 652305/2013) against Spencer Trask Ventures, Inc. ("STV") in connection with a Warrant Solicitation Agency Agreement (the "WSAA") that the Company entered into with STV in February 2013. In this action, the Company is seeking a declaration that the WSAA remains a valid and enforceable agreement. Over the course of several weeks in February 2013, Organovo and STV, through their respective attorneys, negotiated the WSAA pursuant to which the Company engaged STV as the Company's warrant solicitation agent in connection with the Company's efforts to solicit the exercise of outstanding Organovo warrants during the first quarter of 2013. STV's President signed the WSAA on behalf of STV, and the Company's CEO executed the agreement on behalf of Organovo. Spencer Trask provided services to the Company pursuant to the WSAA, and the Company has paid STV for those services.
The Company's dispute with Spencer Trask arose in March 2013 after the Company approached Spencer Trask about exercising their outstanding warrants to help the Company qualify for up listing its common stock on the NYSE MKT. Previously, Spencer Trask had not asserted any claims for additional compensation as a result of the warrant tender offer the Company completed in December 2012. In March 2013, the Company received two demand letters from STV, and a demand for arbitration notice in June 2013. In the first demand letter, STV alleges that it is entitled to compensation (including a cash fee and warrants to purchase common stock) as a result of the warrant tender offer the Company completed in December 2012 and as a result of the notice of warrant redemption the Company completed in March 2013. In the second letter, STV alleges it is entitled to damages because the Company allegedly violated confidentiality provisions in the Placement Agency Agreement (the "PAA") the Company had previously entered into with STV in December 2012 in connection with the private placement financings the Company completed in February and March 2012 (the "Private Placements"), by contacting the warrant holders who participated in the warrant tender offer. In response, on June 28, 2013, the Company filed a lawsuit for declaratory relief in the Supreme Court for the State of New York against STV. The Company's tender offer was made to warrant holders of record relating to warrants already owned by them and whose identity was public information via a Registration Statement on Form S-1 the Company was required to file to register the resale of the shares underlying their warrants. For these and other reasons, including applicability of the WSAA, the Company believes STV is not entitled to compensation under the PAA and there was no violation of confidentiality. The Company received notice on August 5, 2013 that STV had filed its arbitration demand with the arbitrator.
The Company believes that the assertions made against it by STV are without merit and the Company intends to continue to vigorously defend against the claims made by STV, including any arbitration matter filed by STV. The Company has not established a loss contingency accrual for these claims because any potential liability is not probable or estimable. Nonetheless, an unfavorable resolution of these claims could have a material adverse effect on the Company's business, liquidity or financial condition in the reporting period in which such resolution occurs." |