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

Date of Report (Date of earliest event reported): June 11, 2019

InVivo Therapeutics Holdings Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001‑37350

 

36‑4528166

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

One Kendall Square, Suite B14402

Cambridge, MA 02139

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 863‑5500

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:

Title of each class

Common Stock, $0.00001 par value per share

Trading symbol(s)

NVIV

Name of each exchange on which registered

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 5.07 Submission of Matters to a Vote of Security Holders.

The disclosure under Item 8.01 of this Form 8‑K is incorporated under this Item 5.07 by reference.

Item 8.01 Other Events

InVivo Therapeutics Holdings Corp. (the “Company”) was scheduled to hold its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2019 at 8:00 am Eastern Time. Less than a majority of the shares of the Company’s outstanding common stock entitled to vote at the Annual Meeting were present in person or by proxy at the Annual Meeting, and the Company therefore determined that a quorum did not exist. In accordance with the Company’s bylaws, the meeting was adjourned until July 2, 2019, at 8:00 a.m. Eastern Time at the offices of Wilmer Cutler Pickering Hale and Dorr, 60 State Street, Boston, Massachusetts. On June 14, 2019, the Company issued a press release announcing the adjournment of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

 

 

Exhibit Number

 

Exhibit Title

99.1

 

Press Release dated June 14, 2019

 

SIGNATURES

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVIVO THERAPEUTICS HOLDINGS CORP.

 

 

 

 

Date: June 14, 2019

 

 

 

By:

 

/s/ Richard Toselli

 

 

 

 

 

 

Richard Toselli

 

 

 

 

 

 

Chief Executive Officer

 

Exhibit 99.1

 

PICTURE 1

 

InVivo Therapeutics Announces Adjournment of Annual Meeting
Scheduled to Reconvene on July 2, 2019

-    Company urgently encourages stockholders to vote    -

CAMBRIDGE, Mass. (June 14, 2019) – InVivo Therapeutics Holdings Corp. (Nasdaq: NVIV) today announced that its 2019 Annual Meeting of Stockholders, scheduled for June 11, 2019, was convened and adjourned without any business being conducted due to the fact that quorum was not achieved. The Annual Meeting will be reconvened July 2, 2019 to allow more opportunity for stockholders to vote on all proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (SEC) on April 25, 2019.

It has come to the Company’s attention that certain stockholders may have been unable to vote their shares through their broker or financial institutions, particularly if such shares are held through European institutions.  The Company encourages any stockholder that has not received communications from their brokers or banks or is uncertain if its shares have been voted to contact the Company’s proxy specialists at the number listed below in order to help facilitate the voting of shares.

In order for the Company to achieve quorum, the Company’s board of directors and management respectfully requests all such holders as of the record date to please vote their proxies as soon as possible, but no later than July 1, 2019 at 11:59 pm ET. The Company also reminds holders to inquire with their voting institutions about any additional clearing time that may be required to forward voting instructions to the Company in advance of the July 1, 2019 deadline. The record date for the Annual Meeting remains April 22, 2019. Company stockholders as of the record date can vote, even if they have subsequently sold their shares. Stockholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action.

For questions relating to the voting of shares or to request additional or misplaced proxy voting materials,  the Company’s proxy specialists may be reached at 1-888-742-1305 between the hours of 9:00 a.m. and 6:00 p.m. Eastern time Monday through Friday.

Stockholders who hold their shares through a bank or broker can vote through Broadridge using one of the methods below:

 

 

 

 

 

 

 

 

Vote By Internet

 

 

Vote By Telephone

 

 

Vote By Mail

 

http://www.proxyvote.com

 

Use the Internet to transmit your voting instructions until 11:59 p.m. Eastern Time on Monday, July 1, 2019.  Have your proxy card in hand when you access the website.  You will be prompted to enter your control number to create and submit an electronic ballot.

 

1-800-454-8683(VOTE)

 

Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m. Eastern Time on Monday, July 1, 2019.  Have your proxy card in hand when you call.  You will be prompted to enter your control number; and then follow the directions given.

 

 

 

Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

 

Registered stockholders (stockholders who do not hold their shares through a bank or broker) are urged to complete, sign, date and mail their proxy card at their earliest convenience. Any registered stockholder who would like to vote by telephone may call 866-894-0536. Registered stockholders may also vote online at www.cstproxyvote.com.

A copy of the company’s proxy statement as previously filed with the SEC is available at no charge on the SEC website at www.sec.gov. In addition, copies of the proxy statement and other documents may be obtained free of charge by accessing the Company’s website at www.invivotherapeutics.com or by contacting the Company’s Corporate Secretary at 617-710-1233 or by mail to Corporate Secretary, InVivo Therapeutics,  One Kendall Square, Building 1400 West, Floor 4, Cambridge, MA 02139.

 

YOUR PARTICIPATION IS IMPORTANT - PLEASE VOTE TODAY!

About InVivo Therapeutics

InVivo Therapeutics Holdings Corp. is a research and clinical-stage biomaterials and biotechnology company with a focus on treatment of spinal cord injuries. The company was founded in 2005 with proprietary technology co-invented by Robert Langer, Sc.D., Professor at Massachusetts Institute of Technology, and Joseph P. Vacanti, M.D., who then was at Boston Children’s Hospital and who now is affiliated with Massachusetts General Hospital. The publicly traded company is headquartered in Cambridge, MA. For more details, visit www.invivotherapeutics.com.

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IR CONTACT:

Bret Shapiro, Managing Partner
CORE IR
Phone: (516) 222-2560

brets@coreir.com

 

MEDIA CONTACT:
Jules Abraham
CORE IR
Phone: (917) 885-7378
julesa@coreir.com