INVIVO THERAPEUTICS HOLDINGS CORP. (NASDAQ:NVIV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On June21, 2018,InVivo Therapeutics Holdings Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann& Co. Inc. (the “Representative”), as representative of the sole underwriter, relating to the public offering (the “Offering”) of (i)388,403 shares of common stock, $.00001 par value per share, of the Company (the “Shares”), (ii)SeriesB warrants (the “SeriesB Warrants”) exercisable for an aggregate of 6,242,811 shares of common stock and (iii)SeriesA Warrants (the “SeriesA Warrants” and collectively with the SeriesB Warrants, the “Warrants”) exercisable for an aggregate of 6,631,214 shares of common stock.
The SeriesA Warrants will be immediately exercisable at a price of $2.00 per share of common stock, subject to adjustment in certain circumstances, and will expire five years from the date of issuance. The SeriesB Warrants will be immediately exercisable at a price of $0.01 per share of common stock, subject to adjustment in certain circumstances, and will expire twenty years from the date of issuance subject to certain conditions. The Shares and SeriesB Warrants were each offered together with the SeriesA Warrants, but the Shares and Warrants will be issued separately.
The offering price to the public is $2.00 per Share and SeriesA Warrant and $1.99 per SeriesB Warrant and Series A Warrant.
The SeriesB Warrants will be issued and sold to purchasers whose purchase of shares of common stock in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of this Offering, if the purchaser so chooses in lieu of shares of common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding common stock (or at the election of the purchaser, 9.99%).
In addition, the Company has granted the Representative a 45-day option to purchase, in the aggregate, up to 989,997 shares of common stock and SeriesA Warrants to purchase up to 989,997 shares of Common Stock solely to cover over-allotments, if any.
The Shares and Warrants will be issued to a registration statement on FormS-1 that was filed with the Securities and Exchange Commission (“SEC”) on April24, 2018 and declared effective by the SEC on June20, 2018 (File No.333-224424), and an additional registration statement filed to Rule462(b)(File No.333-225768), which became effective when filed.
The closing of the Offering is subject to the satisfaction of customary closing conditions set forth in the Underwriting Agreement and is expected to occur on or about June25, 2018. The Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. to the Underwriting Agreement, the Company and its directors and officers agreed, subject to certain exceptions, not to offer, issue or sell any shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock for a period of ninety (90)days following June21, 2018 without the prior written consent of Representative.
The net proceeds to the Company from the Offering are expected to be approximately $11.7 million, after deducting the underwriting discount and commissions and estimated offering expenses payable by the Company and excluding any proceeds that may be received from exercise of the Warrants. The Company intends to use the net proceeds from the Offering for initiation of a new clinical study of its Neuro-Spinal Scaffold implant or for other business development activities, as well as for working capital and general corporate purposes.
The foregoing descriptions of the Underwriting Agreement, the SeriesA Warrants and the SeriesB Warrants are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, the SeriesA Warrant and the SeriesB Warrant, copies of which are filed as Exhibit1.1, Exhibit4.5 and Exhibit4.6 respectively, and incorporated by reference herein.
