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NVIV > SEC Filings for NVIV > Form 8-K on 23-May-2013All Recent SEC Filings

Show all filings for INVIVO THERAPEUTICS HOLDINGS CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INVIVO THERAPEUTICS HOLDINGS CORP.


23-May-2013

Unregistered Sale of Equity Securities, Financial Statements a


Item 3.02. Unregistered Sales of Equity Securities.

On May 17, 2013, InVivo Therapeutics Holdings Corp. (the "Company") completed its offer to exchange certain of its outstanding warrants to purchase shares of the Company's common stock (the "Eligible Warrants") for new warrants (the "New Warrants") with the same terms except (i) the expiration date of the New Warrants was extended two years and (ii) weighted average anti-dilution provisions were removed from the New Warrants (the "Offer"). The Eligible Warrants consisted of (i) warrants to purchase common stock dated October 26, 2010, issued in connection with the closing of a merger (the "Merger Warrants") and (ii) warrants to purchase common stock issued to the placement agent as compensation for services in connection with each closing of a private placement which occurred on October 26, 2010, November 10, 2010 and December 3, 2010 (the "Placement Agent Warrants").

In connection with the Offer, Merger Warrants to purchase 255,000 shares of the Company's common stock and Placement Agent Warrants to purchase 3,064,091 shares of the Company's common stock were tendered and accepted for exchange for New Warrants to purchase an aggregate of 3,319,091 shares of the Company's common stock. The Company issued the New Warrants in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act, as amended.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

4.1          Form of New Warrant, dated May 17, 2013, issued in exchange for Merger
             Warrants (incorporated by reference from Exhibit (a)(1)(D)(1) to the
             Company's Tender Offer Statement on Schedule TO (File No. 005-85686),
             as filed with the SEC on April 8, 2013)

4.2          Form of New Warrant, dated May 17, 2013, issued in exchange for
             Placement Agent Warrants (incorporated by reference from Exhibit
             (a)(1)(D)(3) to the Company's Tender Offer Statement on Schedule TO
             (File No. 005-85686), as filed with the SEC on April 8, 2013)


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