Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Director Election

On November 8, 2019, the Board of Directors (the “Board”) of InVivo Therapeutics Holdings Corp., a Nevada corporation (the “Company”), elected Robert J. Rosenthal, Ph.D. as a director, effective immediately. Dr. Rosenthal will serve as a Class III director with a term expiring at the Company’s 2020 annual meeting of the stockholders of the Company and until such time as his successor is duly elected and qualified, or until his earlier death, resignation or removal. The Board expects to appoint Dr. Rosenthal to one or more committees of the Board at a later date. The Company will file an amendment to this Current Report on Form 8-K to report any such appointment within four business days after the information is determined or becomes available.

Dr. Rosenthal currently serves as Chairman of the Board of Taconic Biosciences, Inc., a privately-held provider of research models for the pharmaceutical and biotech industry, where from 2014 to 2018 he also served as Chief Executive Officer. Dr. Rosenthal also currently serves as a director of the Bruker Corporation, a publicly traded manufacturer of analytic instruments, since 2015. Dr. Rosenthal has served since 2007 as a director of Safeguard Scientifics, Inc., a publicly-traded provider of capital for early- and growth-stage companies, and as Chairman of its board of directors since May 2016. He also currently serves as a director of Galvanic Applied Sciences, Inc., a privately-held Canadian company, since 2013. Since 1995, Dr. Rosenthal previously served in a variety of senior management positions with companies involved in the development of diagnostics, therapeutics, medical devices, and life sciences tools, most recently including from 2010 through 2012 as President and Chief Executive Officer of IMI Intelligent Medical Implants, AG, a medical technology company, and from 2005 through 2009 as President and Chief Executive Officer of Magellan Biosciences, Inc., a provider of clinical diagnostics and life sciences research tools. Earlier in his career, Dr. Rosenthal served in senior management positions at Perkin Elmer Inc. and Thermo Fisher Scientific, Inc. Dr. Rosenthal holds a Ph.D. from Emory University and a Master of Science degree from the State University of New York.

The Company believes that Dr. Rosenthal is qualified to serve on the Board because of his extensive understanding of and experience in strategic planning and positioning; corporate, business and product development; operations management; capital markets transactions; debt and equity financings; fund-raising; merger and acquisition transactions; corporate finance; and corporate governance.

Dr. Rosenthal will receive compensation for his service as a non-employee director in accordance with the Company’s director compensation policy, including an annual retainer of $35,000 per year, which will be paid quarterly, and he may receive an additional retainer for his service on a committee of the Board if he is appointed to a committee. At the Board’s discretion, he may also receive an annual grant of a stock option to purchase shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the date of grant. The options typically vest in 12 equal installments on each monthly anniversary of the date of grant until fully vested on the first anniversary of the date of grant, provided that Dr. Rosenthal remains a director of the Company on each such vesting date. In connection with his election, Dr. Rosenthal entered into an indemnification agreement with the Company in a form substantially similar to the form of indemnification agreement that the Company has entered into with its other directors. This agreement requires the Company to indemnify Dr. Rosenthal for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director of the Company.

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