SecProbe.io

April 18, 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/A
Filed March 30, 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 by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please 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.
 Financial Statements for the Period Ended September 30, 2011

1.  Summary of Significant Accounting Policies
Revenue Arrangements with Multiple Deliverables, page F-12

1. Please revise your disclosure to describe how you recognize license revenues when the
license is granted as a part of a resear ch and development collaboration agreement.
 4.  Derivative Liability, page F-14

2. Please revise your disclosure to clarify whether the down-round protection of the
warrants’ exercise price a pplies under all circumstances.  Otherwise, describe the
situations to which the down-round protection is limited to.  Furthermore, disclose how
the exercise price will be ad justed for this provision.

Keith Murphy Organovo Holdings, Inc.  April 18, 2012 Page 2

 8.  Licensing Agreements, page F-20

3. Please tell us where you disclo sed the amount of prior patent  costs that you are required
to reimburse under the licensi ng agreements as previously requested under comment 10.

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.

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