Item 1.01 Entry into a Material Definitive Agreement.
On April 15, 2020, InVivo Therapeutics Holdings Corp. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with
certain institutional investors (the "Purchasers"), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 1,715,240 of common stock, $0.00001 par
value per share, of the Company (the "Common Stock"), at a purchase price per share of $1.75 (the "Shares"), for aggregate gross proceeds to the Company of approximately $3.0 million, before
deducting fees payable to the placement agent and other estimated offering expenses payable by the Company (the "Registered Offering"). The Shares are being offered by the Company pursuant to a shelf
registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the "SEC") on November 14, 2019 (File No. 333-234353) (the
"Registration Statement"), and a prospectus supplement thereunder.
Pursuant
to the Purchase Agreement, in a concurrent private placement, the Company has also agreed to sell and issue to the Purchasers warrants (the "Series C Warrants") to purchase up to
1,715,240 shares of Common Stock (the "Private Placement" and together with the Registered Offering, the "Offerings"). The Series C Warrants will be exercisable immediately at an exercise price
of $1.62 per share of Common Stock, subject to adjustment in certain circumstances, and expire on October 17, 2025. The Offerings are expected to close on or about April 17, 2020,
subject to customary closing conditions.
The
Series C Warrants and the shares of Common Stock issuable upon exercise of the Series C Warrants (the "Series C Warrant Shares") have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities
Act and Rule 506(b) promulgated thereunder. In connection with each Purchaser's execution of a Purchase Agreement, each such Purchaser represented to the Company that it is an "accredited
investor" as defined in rules promulgated under the Securities Act. Each Purchaser, either alone or together with its representatives, has sufficient knowledge and experience to be considered a
sophisticated investor, has access to the type of information sufficient to enable it to evaluate its investment, and has agreed not to resell or distribute the Series C Warrants or the
Series C Warrant Shares to the public except pursuant to sales registered or exempted under the Securities Act. Under the Purchase Agreement, the Company has agreed to file a registration
statement on Form S-1 providing for the resale of the Warrant Shares by the Purchasers within 45 days of April 15, 2020.
Pursuant
to the engagement letter (the "Engagement Letter") with H.C. Wainwright & Co., LLC ("Wainwright"), dated as of April 14, 2020, the Company will pay Wainwright a
cash fee of $225,125, which represents 7.5% of the gross proceeds of the Offerings, a management fee of $30,017, which represents 1.0% of the gross proceeds of the Offerings, and $25,000 for
non-accountable expenses, as well as reasonable and documented legal expenses, subject to a limit of $50,000 and clearing expenses in the amount of up to $10,000. In addition, Wainwright will also
receive placement agent warrants on substantially the same terms as Series C Warrants in an amount equal to 6.5% of the aggregate number of Shares sold in the offering, or 111,491 shares of
Common Stock, at an exercise price of $2.1875 per share and a term expiring on April 15, 2025 (the "Placement Agent Warrants").
The
foregoing descriptions of the Purchase Agreement, the Series C Warrants and the Placement Agent Warrants are qualified in their entireties by reference to the full text of the Purchase
Agreement, the Series C Warrants and the Placement Agent Warrants, copies of which are filed herewith as Exhibit 10.1, 4.1 and 4.2, respectively, to this Current Report on
Form 8-K and are incorporated by reference herein. On April 15, 2020, the Company also issued a press release announcing the Offering. A copy of the press release is attached as
Exhibit 99.1 hereto.