UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S‑8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
InVivo Therapeutics Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
|
Nevada
|
|
36‑4528166
|
|
(State or Other Jurisdiction of Incorporation
or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
One Kendall Square, Suite
Cambridge, MA
|
|
02139
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
2015 Equity Incentive Plan
(Full Title of the Plan)
Richard Toselli, M.D.
President and Chief Executive Officer
InVivo Therapeutics Holdings Corp.
One Kendall Square, Suite B14402
Cambridge, MA 02139
(Name and Address of Agent For Service)
(617) 863‑5500
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
|
Large accelerated filer ☐
|
|
Accelerated filer ☐
|
|
|
|
|
|
Non-accelerated filer ☒
|
|
Smaller reporting company ☒
|
|
|
|
|
|
|
|
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
Amount to be
Registered(1)
|
Proposed Maximum
Offering Price Per
Share
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration Fee
|
|
Common Stock, $0.00001 par value per share
|
26,667 shares (2)
|
$7.68 (3)
|
$204,802.56 (3)
|
$26.59
|
(1)In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)Consists of additional shares authorized under the 2015 Equity Incentive Plan as of January 21, 2020, as adjusted to reflect the 1‑for‑30 reverse stock split of the registrant’s Common Stock, $0.00001 par value per share (“Common Stock”), effected on February 11, 2020.
(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, and based upon the average of the high and low sale prices of the Common Stock as reported on the Nasdaq Capital Market on February 18, 2020. The price per share and aggregate offering price are calculated on the basis of the exercise price of the option outstanding under the inducement stock option award.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on February 20, 2020.
|
|
INVIVO THERAPEUTICS HOLDINGS CORP.
|
|
|
|
|
|
|
By:
|
/s/ RICHARD TOSELLI M.D
|
|
|
|
Richard Toselli
|
|
|
|
President and Chief Executive Officer
|
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of InVivo Therapeutics Holdings Corp., hereby severally constitute and appoint Richard Toselli and Richard Christopher, and each of them singly, our true and lawful attorneys with full power to either of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S‑8 filed herewith and any and all subsequent amendments to said registration statement and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable InVivo Therapeutics Holdings Corp. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ RICHARD TOSELLI M.D
Richard Toselli
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 20, 2020
|
|
|
|
|
|
|
|
/S/ RICHARD CHRISTOPHER
Richard Christopher
|
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
February 20, 2020
|
|
|
|
|
|
|
|
/s/ C. ANN MERRIFIELD
C. Ann Merrifield
|
|
Chair of the Board
|
|
February 20, 2020
|
|
|
|
|
|
|
|
/s/ DANIEL R. MARSHAK
Daniel R. Marshak
|
|
Director
|
|
February 20, 2020
|
|
|
|
|
|
|
|
/s/ CHRISTINA MORRISON
Christina Morrison
|
|
Director
|
|
February 20, 2020
|
|
|
|
|
|
|
|
/s/ RICHARD J. ROBERTS
|
|
Director
|
|
February 20, 2020
|
|
Richard J. Roberts
|
|
|
|
|
|
|
|
/s/ ROBERT J. ROSENTHAL
Robert J. Rosenthal
|
|
Director
|
|
February 20, 2020
|