0001104659-21-093089.txt : 20210716 0001104659-21-093089.hdr.sgml : 20210716 20210716163026 ACCESSION NUMBER: 0001104659-21-093089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210716 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210716 DATE AS OF CHANGE: 20210716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVIVO THERAPEUTICS HOLDINGS CORP. CENTRAL INDEX KEY: 0001292519 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37350 FILM NUMBER: 211095767 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BUILDING 1400 EAST 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-863-5524 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BUILDING 1400 EAST 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Design Source, Inc. DATE OF NAME CHANGE: 20040602 8-K 1 tm2122340d1_8k.htm FORM 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

July 16, 2021

Date of Report (Date of earliest event reported)

 

INVIVO THERAPEUTICS HOLDINGS CORP.

(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)

 

N/A

(Former name or former address, if changed since last report)

 

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
registered
   
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 16, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2015 Equity Incentive Plan (as so amended, the “Incentive Plan”) to increase the number of shares available for issuance thereunder by 2,700,000 shares. A copy of the Incentive Plan is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

Set forth below is a summary of the matters voted on at the Annual Meeting.

 

Election of Directors

 

The Company’s stockholders elected C. Ann Merrifield and Richard Roberts as Class I directors, each to serve for a three-year term expiring at the 2024 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class I directors were as follows:

 

    For    Withheld   Broker Non-Votes
C. Ann Merrifield   5,759,736    711,337  

7,465,011

Richard Roberts   5,728,803    742,270  

7,465,011

 

Approval of Common Stock Amendment

 

The Company’s stockholders did not approve the proposal to amend to the Company’s Articles of Incorporation to increase the number of shares of authorized common stock from 50,000,000 to 350,000,000 shares (the “Common Stock Amendment”). The results of the stockholders’ vote with respect to the Common Stock Amendment were as follows:

 

 For:    10,088,245 
 Against:    3,615,465 
 Abstain:    232,374 

 

Approval of Preferred Stock Amendment

 

The Company’s stockholders did not approve the proposal to amend the Company’s Articles of Incorporation to authorize 1,000,000 shares of “blank-check” preferred stock (the “Preferred Stock Amendment”). The results of the stockholders’ vote with respect to the Preferred Stock Amendment such amendment were as follows:

 

For:   3,248,659 
Against:   2,870,664 
Abstain:   351,750 
Broker Non-Votes   7,465,011 

 

Approval of Amendment to 2015 Equity Incentive Plan

 

The Company’s stockholders approved an amendment to the Company’s 2015 Equity Incentive Plan to increase the shares available for issuance thereunder by 2,700,000 shares. The results of the stockholders’ vote with respect to such amendment were as follows:

 

For:   4,902,810 
Against:   1,275,847 
Abstain:   292,416 
Broker Non-Votes:   7,465,011 

 

 

Ratification of the Appointment of RSM US, LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021

 

The Company’s stockholders ratified the appointment of RSM US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders’ vote with respect to such ratification were as follows:

 

 For:    13,150,201 
 Against:    458,732 
 Abstain:    327,151 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.   Description
99.1   InVivo Therapeutics Holdings Corp. 2015 Equity Incentive Plan (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement, as filed with the SEC on May 18, 2021).

 

 

 

 

SIGNATURE

 

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.

 

  INVIVO THERAPEUTICS HOLDINGS CORP.
   
   
Date: July 16, 2021 By:  /s/ Richard Toselli
  Name: Richard Toselli
  Title: President and Chief Executive Officer