Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
October 11 2022 - 04:28PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
Registration No. 333-238635
Prospectus Supplement
(To the Prospectus dated June 4, 2020)

19,048 Shares of Common Stock Issuable Upon the Exercise of
Warrants
___________________
This prospectus supplement updates, supersedes and amends certain
information contained in the prospectus dated June 4, 2020
(the “Original Prospectus”), relating to the resale by a selling
stockholder named therein of up to 19,048 shares of common stock,
par value $0.0001 per share, or the common stock, issuable upon
exercise of a warrant (the “Existing Warrant”), that we issued on
April 17, 2020 in a private placement pursuant to the
Securities Purchase Agreement, dated as of April 15, 2020 (the
“Securities Purchase Agreement”) that we entered into with certain
institutional and accredited investors, including the selling
stockholder. The warrant was issued to the selling stockholder with
an original exercise price of $40.50 per share, which reflects an
adjustment for a subsequent reverse stock split effected in
April 2022. The Existing Warrant has been amended as described
below under “Amendments to Existing Warrant.”
The shares of common stock underlying the warrant are referred to
herein as the warrant shares. The warrant shares were registered on
behalf of the selling stockholder, to be offered and sold from time
to time, to satisfy certain registration rights that we granted to
the selling stockholder pursuant to the Securities Purchase
Agreement. This prospectus supplement solely relates to the 19,048
warrant shares issuable to the selling stockholder named herein and
does not relate to any warrant shares issuable to the other selling
stockholders named in the Original Prospectus.
This prospectus supplement should be read in conjunction with the
Original Prospectus, and is qualified by reference to the Original
Prospectus, except to the extent that the information presented
herein supersedes the information contained in the Original
Prospectus. This prospectus supplement is not complete without, and
may only be delivered or used in connection with, the Original
Prospectus, including any amendments or supplements thereto. We may
amend or supplement the Prospectus from time to time by filing
amendments or supplements as required. You should read the entire
Prospectus and any amendments or supplements carefully before you
make an investment decision.
Our common stock is listed on the Nasdaq Capital Market under the
symbol “NVIV.” On October 10, 2022, the last reported sale
price of our common stock on the Nasdaq Capital Market was $3.33
per share.
Investing in our securities involves a high degree of risk. See
“Risk Factors” in the Original Prospectus and documents
incorporated therein by reference for a discussion of such risk
factors, which factors should be read carefully in connection with
an investment in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
AMENDMENTS TO EXISTING WARRANT
This prospectus supplement is being filed to disclose the
following:
On
October 7, 2022, we entered into two securities purchase
agreements with an institutional investor (the “Investor”)
in respect to a registered direct offering and private placement of
our securities (collectively, the “Offerings”). In connection with
the Offerings, the Company entered into a warrant amendment
agreement (the “Warrant Amendment Agreement”) with the Investor
pursuant to which we amended certain outstanding warrants to
purchase up to an aggregate of 80,139 shares of common stock that
were previously issued in March 2020, April 2020 and
October 2020 to the Investor, with exercise prices of $68.75,
$40.50 and $20.00 per share, respectively, in consideration for its
purchase of an aggregate of approximately $9 million of common
stock, pre-funded warrants to purchase common stock and preferred
investment options to purchase common stock in the Offerings.
Under the Warrant Amendment Agreement, with respect to Existing
Warrant to purchase up to an aggregate of 19,048 shares of common
stock held by the Investor, we agreed to (i) lower the
exercise price of such Existing Warrant to $5.05 per share and
(ii) extend the original expiration date of such Existing
Warrant to five and one-half years following the closing of the
private placement. These amendments became effective upon the
closing of the Offerings on October 11, 2022.
Prospectus supplement dated October 11, 2022
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