SecProbe.io

March 13, 2012
 Via E-Mail

Keith Murphy Chairman of the Board, Chief Executive Officer, and President Organovo Holdings, Inc. 5871 Oberlin Drive, Suite 150 San Diego, CA 92121
Re: Organovo Holdings, Inc.
 Form 8-K
Filed February 13, 2012 File No. 333-169928

Dear Mr. Murphy:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 General

1. We note that you filed a confid ential treatment request, in co njunction with the filing of
this Form 8-K, on February 14, 2012.  We will not be able to clear our review of your
Form 8-K filing until we have also co mpleted our review of that accompanying
confidential treatment request.
    The Novogen MMX Bioprinter, page 15

2. You disclose that your NovoGen MMX Bi oprinter™ is manufactured for you by
Invetech Pty., of Melbourne, Australia.  Pl ease advise us whether you have an agreement
with Invetech Pty. If so, please file a copy of this agreement as an exhibit and expand
your disclosure to disclose all the material  terms of the agreement.   Alternatively,
provide us with a detailed analysis that s upports your conclusion that  your business is not
substantially dependent upon this agreement.

Keith Murphy Organovo Holdings, Inc.  March 13, 2012 Page 2

 Collaborative Agreements, page 17

3. Given your financial position it appears that  the collaborative agreements you disclose
are material to your company.  Please expand your disclosure here to include all the
material terms of your agreements with both Pfizer and Unither, including, but not
limited to material payment terms, aggregate amounts paid to date, material obligations
that must be met by both parties to keep  the agreement in place and termination
provisions.  In addition, please fi le each of these collaboration agreements as an exhibit to
your next amendment.  Alternatively, provide us with a detailed an alysis that supports
your conclusion that your business is not s ubstantially dependent upon these agreements.

Intellectual Property, page 19

4. We note your disclosure here of your license  agreements with University of Missouri-
Columbia, Medical University of South Caroli na and Clemson University.  Regardless of
the confidential treatment that was filed in c onjunction with this Form 8-K, please expand
your disclosure to include th e aggregate milestone payments due under each agreement, a
range of the royalty rates due under each ag reement, aggregate amounts paid to date,
material obligations that must be met by bot h parties to keep the agreement in place,
duration and termination provi sions.  Please also file the agreement with Medical
University of South Carolina as an exhibit to your next amendment.

5. Please disclose the expiration date of each of  the material patents that you discuss.
 Executive Compensation, page 54

6. Please expand your disclosure here to include  all the material terms of Mr. Murphy’s
employment agreement, and please file th e agreement as an exhibit to your next
amendment, as you have for Mr. Michaels and Ms. Presnell.
 Exhibits, page 70

7. We note that for several agreements listed in th is exhibit list you note that they are to be
filed by amendment.  Please promptly file  all missing agreements with your next
amendment.
 Financial Statements for the Period Ended September 30, 2011

1.  Summary of Significant Accounting Policies, page F-26

8. Please disclose your accounting policy for “pre paid expenses and ot her current assets”
and “other assets.”  Disclose the nature of the items included in these line items and to the extent any of the items included in “prepaid expenses and other current assets” and “other
assets” exceeds 5% of the current assets and total assets, respectively, separately quantify
it in accordance with Rule 5-02 of Regulation S-X.

Keith Murphy Organovo Holdings, Inc.  March 13, 2012 Page 3

9. You state on page 25 that you have collaborati ve research agreements with Pfizer and
Unither and will seek to enter additional coll aborations.  You also disclose on page F-10
that you recognize revenues from collaboration agreements.  Please disclose all of your
collaboration agreements as  required under ASC 808-10-50.
 7.  Licensing Agreements, page F-35

10. Please disclose the amount of prior patent co sts you are required to  reimburse, the gross
carrying amount and accumulated  amortization of the license  agreements, the aggregate
amortization expense for the periods pres ented, the weighted average amortization
period, and the estimated aggregate amortizati on expense for each of the five succeeding
fiscal years.  Refer to ASC 350-30-50.
 Unaudited Pro Forma Condensed Combined Balance Sheet, page F-41

11. Please disclose the terms that require the warran ts to be classified as a liability and the
assumptions used to determin e the value of the warrants.
 Notes to Unaudited Pro Forma Combined Financial Statements, page F-44

12. Please ensure that the disclosures provid ed on page F-45 are complete and include
appropriate dates.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Keith Murphy Organovo Holdings, Inc.  March 13, 2012 Page 4

 You may contact Keira Ino at 202-551-3659 or Gustavo Rodriguez at 202-551-3752 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Michael Rosenthall at 202-551-3674, Jenni fer Riegel at 202-551-3575 or me at 202-551-
3715 with any other questions.
Sincerely,
   /s/ Jennifer Riegel for     Jeffrey Riedler
Assistant Director