8-K 1 tm2019133d5_8k.htm FORM 8-K






Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


June 5, 2020

Date of Report (Date of earliest event reported)



(Exact Name of Registrant as Specified in Charter)


Nevada 001-37350 36-4528166
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation)   Identification No.)


One Kendall Square, Suite B14402

Cambridge, Massachusetts 02139

(Address of Principal Executive Offices) (Zip Code)


(617) 863-5500

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol(s)   Name of each exchange on which
Common Stock, $0.00001 par value per share   NVIV   The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 5.03.Amendments to Articles of Incorporation or Bylaws.


On June 5, 2020, the Board of InVivo Therapeutics Holdings Corp. (the “Company”) adopted an amendment to Section 2 of the Company's Amended and Restated Bylaws (the “Bylaws”), effective immediately upon adoption, to reduce the number of shares that are required to be present at any meeting of stockholders for purposes of establishing a quorum from a majority of the stock issued and outstanding on the applicable record date to one-third of such stock.

The foregoing description of the amendment to the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the amendment to the Bylaws, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference. A copy of the Bylaws, as amended through June 5, 2020, is attached hereto as Exhibit 3.2, and is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
3.1   Amendment to Amended and Restated Bylaws of InVivo Therapeutics Holdings Corp., effective June 5, 2020.
3.2   Amended and Restated Bylaws of InVivo Therapeutics Holdings Corp. (inclusive of all amendments through June 5, 2020).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 5, 2020 By: /s/ Richard Toselli
  Name:   Richard Toselli, M.D.
  Title: Chief Executive Officer