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INVIVO THERAPEUTICS HOLDINGS CORP. (NASDAQ:NVIV) Files An 8-K Entry into a Material Definitive Agreement

INVIVO THERAPEUTICS HOLDINGS CORP. (NASDAQ:NVIV) Files An 8-K Entry into a Material Definitive AgreementItem 8.01. Entry into a Material Definitive Agreement.

On August10, 2017,InVivo Therapeutics Holdings Corp. (the “Company”) entered into individual agreements (collectively, the “Exchange Agreements”) with certain holders (the “Investors”) of warrants, dated May9, 2014, to purchase shares of the Company’s common stock, par value $0.00001 per share (the “2014 Warrants”). Under the terms of the Exchange Agreements, the Company agreed to exchange the 2014 Warrants held by each of the Investors for a number of shares of the Company’s common stock equal to 3.5 times the number of shares subject to such Investor’s 2014 Warrant. The Company agreed to issue an aggregate of 2,021,419 shares of common stock (the “Exchange Shares”) to the Investors in exchange for their 2014 Warrants to purchase an aggregate of 577,548 shares of common stock (the “Exchange”). In connection with the Exchange, the 2014 Warrants held by these Investors will be cancelled and terminated. to the Exchange Agreements, the Company agreed with each of the Investors not to issue any shares of common stock or equivalents thereof (subject to certain exceptions) for a period of 30 days after the date of the Exchange Agreements.

Additional warrants to purchase shares of common stock that were issued to certain investors on May9, 2014 remain outstanding (the “Outstanding 2014 Warrants”). As a result of the Company’s issuance of the Exchange Shares, the exercise price of the Outstanding 2014 Warrants has been adjusted downwards from $3.87 per share to $0.83 per share and the Outstanding 2014 Warrants will be exercisable for an aggregate of 48,507 shares of common stock, subject to further adjustment in the event of sales of the Company’s common stock at a price per share less than the exercise price of the Outstanding 2014 Warrants then in effect (or securities convertible or exercisable into common stock at a conversion or exercise price less than the exercise price then in effect).

The Exchange Shares were issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration contained in Section3(a)(9)thereof.

The foregoing descriptions of the Exchange Agreements are not complete and are qualified in their entirety by reference to the Exchange Agreements, a form of which is filed as Exhibit10.1 to this Current Report on Form8-K and incorporated herein by reference. The representations, warranties and covenants made by the Company in the Exchange Agreements were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements and such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs.

Item 8.01. Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 is incorporated by reference in this Item.

Item 8.01. Other Events.

On August10, 2017, the Company issued a press release announcing the Exchange. A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 8.01. Financial Statements and Exhibits.

(d)Exhibits

The Exhibits to this Current Report on Form8-K are listed in the ExhibitIndex attached hereto.

INVIVO THERAPEUTICS HOLDINGS CORP. ExhibitEX-10.1 2 a17-19950_1ex10d1.htm EX-10.1 Exhibit 10.1   Form of Exchange Agreement   THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 10th day of August 2017,…To view the full exhibit click here
About INVIVO THERAPEUTICS HOLDINGS CORP. (NASDAQ:NVIV)
InVivo Therapeutics Holdings Corp., formerly Design Source, Inc., is a research and clinical-stage biomaterials and biotechnology company. The Company is engaged in developing and commercializing biopolymer-scaffolding devices for the treatment of spinal cord injuries (SCI). The Company’s approach to treating acute SCIs is based on its investigational Neuro Spinal Scaffold implant, an investigational bioresorbable polymer scaffold that is designed for implantation at the site of injury within a spinal cord contusion and is intended to treat acute spinal cord injury. The Neuro-Spinal Scaffold consists of biocompatible and bioresorbable polymers, which include poly lactic-co-glycolic acid (PLGA) and Poly-L-Lysine (PLL). The Company is also evaluating other technologies and therapeutics that may be complementary to its development of the Neuro-Spinal Scaffold implant. The Company has a clinical development program for acute SCI and a preclinical development program for chronic SCI.

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