Unassociated Document
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): October 27, 2010
INVIVO
THERAPEUTICS HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of incorporation)
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000-52089
(Commission
File No.)
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36-4528166
(IRS
Employer Identification No.)
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One
Broadway, 14th
Floor
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Cambridge,
Massachusetts
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02142
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(Address
of principal executive offices)
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(Zip
Code)
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(617)
475-1520
(Registrant’s
telephone number, including area code)
Design
Source, Inc., 100 Europa Drive, Suite 455, Chapel Hill, NC 27517
(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:
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 8.01 Other
Events.
On
October 27, 2010, InVivo Therapeutics Holdings Corp. (the “Registrant”) issued a press
release announcing the completion of the merger on October 26, 2010, of InVivo
Therapeutics Acquisition Corp., a wholly-owned subsidiary of the Registrant with
and into InVivo Therapeutics Corporation (“InVivo”). InVivo was the
surviving corporation of that merger. As a result of the merger, the Registrant
acquired the business of InVivo, and will continue the existing business
operations of InVivo, as a wholly-owned subsidiary. In completing the merger,
the Registrant issued approximately 31.6 million shares of its common stock to
the holders of InVivo common stock. In addition, the Registrant
announced in the press release the private placement of approximately 10.5
million units of its securities to qualified accredited investors, for total
gross proceeds of $10.5 million and net proceeds of $8.8
million. Each unit consists of one share of common stock of the
Registrant and one warrant, with each warrant entitling the holder to purchase
one share of common stock of the Registrant at an exercise price of $1.40 per
share. The warrants will expire on the five year anniversary of the
date of issuance. A copy of the press release is filed as Exhibit 99.1 to this
current report on Form 8-K.
This
current report on Form 8-K is neither an offer to sell nor a solicitation of an
offer to buy any of the securities described herein. This current report on Form
8-K is being filed pursuant to and in accordance with Rule 135c of the
Securities Act of 1933, as amended.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The
exhibit listed in the Exhibit Index below is filed with this
report.
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.
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InVivo Therapeutics
Holdings Corp. |
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Date: November
2, 2010
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By:
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/s/ Frank
M. Reynolds |
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Frank
M. Reynolds |
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Chief
Executive Officer |
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release of the Registrant, dated October 27,
2010.
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