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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


July 7, 2022

Date of Report (Date of earliest event reported)



(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):


¨ 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:


Title of each class   Trading symbol(s)   Name of each exchange on which
Common Stock, $0.00001 par value per share   NVIV   The Nasdaq Capital Market


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 July 7, 2022, the Board of Directors (the “Board”) of InVivo Therapeutics Holdings Corp. (the “Company”) amended the Company’s Transaction Incentive Plan, which was previously approved by the Board on August 11, 2021 (the “Amended Plan”). The Board extended the term of the Amended Plan by one (1) year through August 11, 2023, subject to the right of the Board to extend the effectiveness of the Amended Plan at its sole discretion. Under the Amended Plan, eligible participants, including each of Dr. Richard Toselli, our Chief Executive Officer, and Richard Christopher, our Chief Financial Officer, are entitled to receive a predefined percentage of the Transaction Consideration (as defined in the Amended Plan) paid in connection with a Company Acquisition (as defined in the Amended Plan), minus the value of vested equity held by such participant. Pursuant to the Amended Plan, the percentage interests for Dr. Toselli and Mr. Christopher are set at 3.5% and 1.25%, respectively.


The above description of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


10.1   Transaction Incentive Plan, as amended on July 7, 2022
104   Cover Page Interactive Data File (formatted as Inline XBRL).






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.


Date: July 12, 2022 By: /s/ Richard Toselli
  Name: Richard Toselli, M.D.
  Title: Chief Executive Officer




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