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)
|
Nevada
(State
or other jurisdiction of incorporation)
|
000-52089
(Commission
File No.)
|
36-4528166
(IRS
Employer Identification No.)
|
|
One
Broadway, 14th
Floor
|
||
|
Cambridge,
Massachusetts
|
02142
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(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.
| InVivo Therapeutics Holdings Corp. | |||
|
Date: November
2, 2010
|
By:
|
/s/ Frank M. Reynolds | |
| Frank M. Reynolds | |||
| Chief Executive Officer | |||
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
99.1
|
Press
Release of the Registrant, dated October 27,
2010.
|
Exhibit
99.1
One Broadway, 14th Floor · Cambridge, MA 02142 · 617-475-1520 · www.invivotherapeutics.com
Contacts:
David
Pitts
Argot
Partners
212-600-1902
david@argotpartners.com
InVivo
Therapeutics Announces Reverse Merger and $10.5 Million Private
Offering
CAMBRIDGE,
Mass. – October 27, 2010 – InVivo Therapeutics Corporation (“InVivo
Therapeutics”), a company focused on the development of groundbreaking
technologies for the treatment of spinal cord injuries (SCI), today announced
the successful completion of a reverse merger (the "Merger") with InVivo
Therapeutics Holdings Corp. (“InVivo”). InVivo, now headquartered in Cambridge,
Massachusetts, will continue the business of InVivo Therapeutics as a
wholly-owned subsidiary under the leadership of InVivo Therapeutics’ current
management team, headed by Chief Executive Officer, Frank Reynolds. In
completing the Merger, InVivo issued approximately 31.6 million shares of its
common stock to the holders of InVivo Therapeutics common stock. The merged
company will be quoted on the OTC markets under the symbol “NVIV,” beginning
Thursday, October 28, 2010.
Concurrent
with the Merger, InVivo announced the private placement of approximately 10.5
million units of its securities to qualified accredited investors, for total
gross proceeds of $10.5 million (including approximately $500,000 of bridge debt
conversion) and net proceeds of $8.8 million. Each unit consists of one share of
common stock of InVivo and one warrant, with each warrant entitling the holder
to purchase one share of common stock for a five-year period at an exercise
price of $1.40 per share. The warrants are callable by InVivo if the common
stock trades for a price equal to or greater than $2.80 per share for twenty
consecutive trading days following the effectiveness of the registration
statement. Upon closing of the Merger and private placement, InVivo has total
shares outstanding of approximately 49.2 million. Net proceeds received from the
sale of units are expected to be used for research and development, repayment of
certain debt, fixed asset additions and working capital and general corporate
purposes.
InVivo
expects to commence a human clinical trial of its novel biocompatible polymer
scaffolding device designed for implantation into a lesion to treat acute
open-wound SCI upon U.S. Food and Drug Administration (FDA) clearance of an
investigational device exemption (IDE) application.
“This
financing and reverse merger provide InVivo with the resources to execute a
pivotal goal for us and for the SCI community, which is testing our
groundbreaking technology in human subjects," commented Frank Reynolds.
"Successful treatment options for acute injuries remain elusive. InVivo is
pursuing a new paradigm of care, one developed by top scientific minds, that
focuses initially on the treatment of secondary injury. With success in the
clinic, we hope to introduce substantial improvements to the treatment of these
life-altering injuries within the next two to three years.”
Robert Langer, ScD, Professor at the Massachusetts Institute of Technology, a co-inventor of
InVivo’s
proprietary technology and a member of InVivo’s Scientific Advisory Board, added
that “Historically, scientific advancements have required critical rounds of
financial support at key times in the technology’s development. This funding
will hopefully advance this technology to the point of enabling human studies,
and we are hopeful about the outcome."
InVivo’s
biodegradable polymer scaffold device is designed to be implanted to the lesion
and act as a synthetic extracellular matrix and reduce scar formation
(astrogliosis). InVivo intends to introduce its first biodegradable polymer
scaffold device without any other FDA regulated components for SCI treatment,
which is expected to expedite regulatory approval timelines. Subsequent devices
contemplate the incorporation of anti-inflammatory drugs or stem cells seeded on
the scaffold.
The
securities sold in the private placement have not been registered under the
Securities Act of 1933 and may not be resold absent registration under or
exemption from such Act. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy any securities. This press release
is being issued pursuant to and in accordance with Rule 135c under the
Securities Act of 1933.
InVivo
Therapeutics Corporation is a Cambridge, MA medical device company focused on
utilizing polymers as a platform technology to develop treatments to improve
function in individuals paralyzed as a result of traumatic spinal cord injury.
The company was founded in 2005 on the basis of proprietary technology
co-invented by Robert Langer, ScD, Professor at Massachusetts Institute of
Technology, and Joseph P. Vacanti, MD, who is affiliated with Massachusetts
General Hospital in Boston.
Safe
Harbor Statement
Any
statements contained in this press release that do not describe historical facts
may constitute forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Any forward-looking statements
contained herein are based on current expectations, but are subject to a number
of risks and uncertainties. The factors that could cause actual future results
to differ materially from current expectations include, but are not limited to,
risks and uncertainties relating to the Company's ability to sell additional
shares of common stock and warrants to purchase common stock at additional
closings, the Company's ability to develop, market and sell products based on
its technology; the expected benefits and efficacy of the Company’s products and
technology in connection with spinal cord injuries; the availability of
substantial additional funding for the Company to continue its operations and to
conduct research and development, clinical studies and future product
commercialization; and, the Company's business, research, product development,
regulatory approval, marketing and distribution plans and strategies. These and
other factors are identified and described in more detail in our filings with
the SEC, including, our current reports on Form 8-K. We do not undertake to
update these forward-looking statements made by us.