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.