Current Report Filing (8-k)
August 05 2020 - 4:34PM
Edgar (US Regulatory)
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
August 4, 2020
Date of Report (Date of earliest event reported)
INVIVO THERAPEUTICS HOLDINGS CORP.
(Exact Name of Registrant as Specified in
Charter)
Nevada
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001-37350
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36-4528166
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(State or Other
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(Commission File Number)
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(IRS Employer
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Jurisdiction of Incorporation)
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Identification No.)
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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)
N/A
(Former name or former address, if changed
since last report)
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.00001 par value per
share
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NVIV
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The Nasdaq Capital Market
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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 ¨
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. ¨
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2020, the Company held its 2020 Annual Meeting
of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment
to the Company’s 2015 Equity Incentive Plan (as so amended, the “Incentive Plan”) to increase the number of shares
available for issuance thereunder by 400,000 shares. A copy of the Incentive Plan is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
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 16,666,667 to 50,000,000 shares (the “Common Stock Amendment”). Following stockholder approval of
the Common Stock Amendment, a Certificate of Amendment to the Company’s Articles of Incorporation was filed with the
Secretary of State of Nevada on August 4, 2020, at which time the Common Stock Amendment became effective.
This description of the Common Stock Amendment is qualified
in its entirety by reference to the complete text of the Certificates of Amendment, a copy of which is filed as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
Set forth below is a summary of the matters voted on at the
Annual Meeting.
Election of Directors
The Company’s stockholders elected Richard Toselli and
Robert Rosenthal as Class III directors, each to serve for a three-year term expiring at the 2023 Annual Meeting of Stockholders
or until his or her successor is duly elected and qualified. The results of the stockholders’ vote with respect to the election
of such Class III directors were as follows:
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For
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Withheld
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Broker Non-Votes
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Richard Toselli
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1,091,135
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93,826
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2,061,828
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Robert Rosenthal
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1,078,153
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106,808
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2,061,828
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Approval of Common Stock Amendment
The Company’s stockholders approved the Common Stock Amendment.
The results of the stockholders’ vote with respect to such amendment were as follows:
For:
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2,690,929
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Against:
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535,573
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Abstain:
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20,287
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Approval of Preferred Stock Amendment
The Company’s stockholders did not approve the proposal
amend the Company’s Articles of Incorporation to authorize 1,000,000 shares of “blank-check” preferred stock
(the “Preferred Stock Amendment”). The results of the stockholders’ vote with respect to the Preferred Stock
Amendment such amendment were as follows:
For:
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909,661
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Against:
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269,460
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Abstain:
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5,840
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Broker Non-Votes
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2,061,828
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Approval of Amendment to 2015 Equity Incentive Plan
The Company’s stockholders approved an amendment to the
Company’s 2015 Equity Incentive Plan to increase the shares available for issuance thereunder by 400,000 shares. The results
of the stockholders’ vote with respect to such amendment were as follows:
For:
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1,019,530
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Against:
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154,174
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Abstain:
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11,257
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Broker Non-Votes:
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2,061,828
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Ratification of the Appointment of RSM US, LLP as the Company’s
Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020
The Company’s stockholders ratified the appointment of
RSM US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
The results of the stockholders’ vote with respect to such ratification were as follows:
For:
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3,097,173
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Against:
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73,013
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Abstain:
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76,603
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Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
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INVIVO THERAPEUTICS HOLDINGS CORP.
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Date: August 5, 2020
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By:
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/s/ Richard Toselli
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Name:
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Richard Toselli
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Title:
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President and Chief Executive Officer
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InVivo Therapeutics (NASDAQ:NVIV)
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