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

 

May 30, 2017

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)

 

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):

 

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

 

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

 

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

 

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

 

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  o

 

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.  o

 

 

 


 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

(a) On May 30, 2017, InVivo Therapeutics Holdings Corp. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of authorized common stock from 50,000,000 to 100,000,000 shares (the “Amendment”). Following stockholder approval of the Amendment, a Certificate of Amendment to the Company’s Article of Incorporation was filed with the Secretary of State of Nevada on June 1, 2017, at which time the Amendment became effective.

 

The Amendment is summarized in the Company’s Proxy Statement. A copy of the Certificate of Amendment containing the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

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

 

Set forth below are the matters submitted to the stockholders at the Annual Meeting, all of which were approved:

 

·                   the election of three (3) Class III directors, each to serve on the Company’s Board of Directors for a three-year term expiring at the Company’s annual meeting of stockholders in 2020 or until his or her successor is duly elected and qualified, and one (1) Class II director to serve on the Company’s Board of Directors for a two-year term expiring at the Company’s annual meeting of stockholders in 2019 or until her successor is duly elected and qualified;

 

·                   the approval of the Amendment; and

 

·                   the ratification of the appointment of RSM US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

The number of votes for, withheld or against and the number of abstentions and non-votes with respect to each matter are set forth below.

 

Election of Directors

 

Class III Nominees

 

 

 

For

 

Withheld

 

Broker
Non-Votes

 

Mark D. Perrin

 

7,960,898

 

1,449,133

 

15,374,240

 

C. Ann Merrifield

 

8,203,206

 

1,206,825

 

15,374,240

 

Jeffrey S. Hatfield

 

8,354,043

 

1,055,988

 

15,374,240

 

 

2


 

Class II Nominee

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

Christina Morrison

 

8,354,925

 

1,055,106

 

15,374,240

 

 

Approval of Amendment to Articles of Incorporation

 

For:

 

17,649,108

 

Against:

 

6,794,291

 

Abstain:

 

340,872

 

 

Ratification of the Appointment of RSM US, LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017

 

For:

 

22,212,899

 

Against:

 

1,560,899

 

Abstain:

 

1,010,473

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits

 

3.1

Certificate of Amendment to Articles of Incorporation

 

3


 

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: June 1, 2017

By:

/s/ Tamara Joseph

 

 

Tamara Joseph

 

 

 

 

 

SVP, General Counsel & Chief Compliance Officer

 

4


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Articles of Incorporation

 

5

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