Securities Registration: Employee Benefit Plan (s-8)
07 Novembre 2022 - 11:26PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on November 7, 2022
Registration No. 333-
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.) |
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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, a 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 ¨ |
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Accelerated filer ¨ |
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Non-accelerated filer x |
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Smaller reporting company x |
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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. ¨
EXPLANATORY NOTE
This
Registration Statement on Form S-8, relating to the 2015 Equity Incentive Plan (the “2015 Plan”) of InVivo Therapeutics
Holdings Corp. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class
as other securities for which a Registration Statement on Form S-8 relating to the 2015 Plan has previously been filed and is effective.
Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-205471, filed with the Securities and Exchange Commission on July 2, 2015 by the Registrant, relating to
the 2015 Plan, the Registration Statement on Form S-8, File No. 333-234630, filed with the Securities and Exchange Commission on November 12, 2019 by the Registrant, relating to the 2015 Plan, the Registration Statement on Form S-8, File No. 333-236542, filed with the Securities and Exchange Commission on February 20, 2020 by the Registrant, relating to the 2015 Plan, the Registration
Statement on Form S-8, File No. 333-249928, filed with the Securities and Exchange Commission on November 6, 2020 by
the Registrant, relating to the 2015 Plan, and the Registration Statement on Form S-8, File No. 333-261117 , filed with the Securities and Exchange Commission November 16, 2021 Form S-8 except in each case for Item 8, Exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number |
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Description of Exhibit |
4.1 |
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Articles of Incorporation of InVivo Therapeutics Holdings Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10 Q for the quarter ended June 30, 2016, as filed with the SEC on August 4, 2016) |
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4.2 |
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Certificate of Amendment to Articles of Incorporation of InVivo Therapeutics Holdings Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on June 1, 2017) |
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4.3 |
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Certificate of Change Pursuant to NRS 78.209 filed with Nevada Secretary of State, dated April 13, 2018 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on April 16, 2018) |
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4.4 |
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Certificate of Amendment to Articles of Incorporation of InVivo Therapeutics Holdings Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on June 1, 2018) |
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4.5 |
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Certificate of Amendment to Articles of Incorporation of InVivo Therapeutics Holdings Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on January 24, 2020) |
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4.6 |
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Certificate of Change Pursuant to NRS 78.209 filed with Nevada Secretary of State, dated February 10, 2020 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on February 11, 2020) |
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4.7 |
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Certificate of Amendment to Articles of Incorporation of InVivo Therapeutics Holdings Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on August 5, 2020) |
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4.8 |
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Certificate of change pursuant NRS78.207 filed with the Nevada Secretary of State, dated April 25, 2022 (incorporated by reference from exhibit 3.1 to the Company’s current report on Form 8-K, as filed with the SEC on April 26, 2022) |
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4.9 |
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Amended and Restated Bylaws of InVivo Therapeutics Holdings Corp, as amended (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on June 5, 2020) |
+ Filed herewith
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 November 7, 2022.
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INVIVO THERAPEUTICS HOLDINGS CORP. |
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By: |
/s/ RICHARD
TOSELLI, M.D |
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Richard Toselli |
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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, M.D., 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 |
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Title |
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Date |
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/s/
RICHARD TOSELLI, M.D
Richard Toselli |
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President, Chief Executive
Officer and Director (Principal Executive Officer) |
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November 7, 2022 |
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/s/
RICHARD CHRISTOPHER
Richard Christopher |
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Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer) |
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November 7, 2022 |
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/s/
C. ANN MERRIFIELD
C. Ann Merrifield |
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Chair of the Board |
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November 7, 2022 |
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/s/
DANIEL R. MARSHAK
Daniel R. Marshak |
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Director |
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November 7, 2022 |
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/s/
CHRISTINA MORRISON
Christina Morrison |
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Director |
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November 7, 2022 |
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/s/
RICHARD J. ROBERTS |
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Director |
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November 7, 2022 |
Richard
J. Roberts |
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/s/
ROBERT J. ROSENTHAL
Robert J. Rosenthal |
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Director |
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November 7, 2022 |
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