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 26, 2016

Date of Report (Date of earliest event reported)

 

INVIVO THERAPEUTICS HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

000-52089

 

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))

 

 

 



 

Item 5.03.             Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 26, 2016, InVivo Therapeutics Holdings Corp. (the “Company”) held its 2016 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 Articles of Incorporation was filed with the Secretary of State of Nevada on May 26, 2016, 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 one (1) Class II director to serve on the Company’s Board of Directors (the “Board”) for a term ending at the Company’s annual meeting of stockholders in 2019, or until his successor is duly elected and qualified;

 

·                  the approval of the Amendment;

 

·                  the approval, on an advisory basis, of the compensation of the Company’s named executive officers; 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, 2016.

 

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 Director

 

Class II Nominee

 

Nominee

 

For Votes

 

Withheld Votes

 

Broker Non-Votes

 

Daniel R. Marshak

 

8,915,808

 

278,664

 

13,907,790

 

 

Approval of Amendment to Articles of Incorporation

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

16,334,248

 

6,732,277

 

35,737

 

0

 

 

Advisory Vote to Approve Named Executive Officer Compensation

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

7,524,793

 

1,421,205

 

198,474

 

13,907,790

 

 

Ratification of the Appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

20,276,208

 

2,187,198

 

638,856

 

0

 

 

2



 

Item 8.01.             Other Events.

 

Effective May 26, 2016, the Board approved the following Chairpersons and members of each of its standing committees:

 

 

 

 

 

Nominating and Corporate

 

Audit Committee

 

Compensation Committee

 

Governance Committee

 

 

 

 

 

 

 

Dan Marshak, Chair

 

Kenneth DiPietro, Chair

 

Ann Merrifield, Chair

 

Ann Merrifield

 

Dan Marshak

 

Kenneth DiPietro

 

Dr. Richard Roberts

 

Dr. Richard Roberts

 

Dr. Richard Roberts

 

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit

 

 

Number

 

Description

 

 

 

3.1

 

Certificate of Amendment to Articles of Incorporation.

 

3



 

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:   May 27, 2016

By:

/s/ Tamara Joseph

 

Name:

Tamara Joseph

 

Title:

SVP, General Counsel & Chief Compliance Officer

 

4



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

3.1

 

Certificate of Amendment to Articles of Incorporation

 

5