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
May 30, 2017
Date of Report (Date of earliest event reported)
INVIVO THERAPEUTICS HOLDINGS CORP.
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On May 30, 2017, InVivo Therapeutics Holdings Corp. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). 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 50,000,000 to 100,000,000 shares (the “Amendment”). Following stockholder approval of the Amendment, a Certificate of Amendment to the Company’s Article of Incorporation was filed with the Secretary of State of Nevada on June 1, 2017, at which time the Amendment became effective.
The Amendment is summarized in the Company’s Proxy Statement. A copy of the Certificate of Amendment containing the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below are the matters submitted to the stockholders at the Annual Meeting, all of which were approved:
· the election of three (3) Class III directors, each to serve on the Company’s Board of Directors for a three-year term expiring at the Company’s annual meeting of stockholders in 2020 or until his or her successor is duly elected and qualified, and one (1) Class II director to serve on the Company’s Board of Directors for a two-year term expiring at the Company’s annual meeting of stockholders in 2019 or until her successor is duly elected and qualified;
· the approval of the Amendment; and
· the ratification of the appointment of RSM US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
The number of votes for, withheld or against and the number of abstentions and non-votes with respect to each matter are set forth below.
Election of Directors
Class III Nominees
| | For | | Withheld | | Broker
Non-Votes | |
Mark D. Perrin | | 7,960,898 | | 1,449,133 | | 15,374,240 | |
C. Ann Merrifield | | 8,203,206 | | 1,206,825 | | 15,374,240 | |
Jeffrey S. Hatfield | | 8,354,043 | | 1,055,988 | | 15,374,240 | |
2
Class II Nominee
| | For | | Withheld | | Broker Non-Votes | |
Christina Morrison | | 8,354,925 | | 1,055,106 | | 15,374,240 | |
Approval of Amendment to Articles of Incorporation
For: | | 17,649,108 | |
Against: | | 6,794,291 | |
Abstain: | | 340,872 | |
Ratification of the Appointment of RSM US, LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2017
For: | | 22,212,899 | |
Against: | | 1,560,899 | |
Abstain: | | 1,010,473 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 | Certificate of Amendment to Articles of Incorporation |
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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.
| INVIVO THERAPEUTICS HOLDINGS CORP. |
| |
| |
Date: June 1, 2017 | By: | /s/ Tamara Joseph |
| | Tamara Joseph |
| | |
| | SVP, General Counsel & Chief Compliance Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
3.1 | | Certificate of Amendment to Articles of Incorporation |
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