UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): ~~November~~December 301, 2023

~~Date~~InVivo Therapeutics ofHoldings ~~Report (Date of earliest event reported)~~Corp.

INVIVO THERAPEUTICS HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada	001-37350	36-4528166
(State or Other	(Commission File Number)	(IRS Employer
(State or Other Jurisdiction	(Commission	(IRS Employer
Jurisdiction of Incorporation)		Identification No.)
of Incorporation)	File Number)	Identification No.)

~~1500~~One ~~District~~Kendall ~~Avenue Burlington~~Square, MASuite ~~01803~~B14402

Cambridge, MA 02139

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 863-5500

(Registrant’s telephone number, including area code)

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since Last ~~last report~~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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		NVIV		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 5 3.0801 Notice ~~Shareholder~~of ~~Director~~Delisting ~~Nominations.~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

~~The~~On ~~Board~~December of1, ~~Directors~~2023, of InVivo Therapeutics Holdings Corp. (the “Company”) ~~has~~received ~~established~~a ~~December~~deficiency ~~29,~~letter ~~2023~~from as the ~~date~~Listing ofQualifications ~~the~~Department ~~2023 Annual Meeting of Stockholders of the company~~ (the “~~Annual Meeting~~Staff”). ~~The Annual Meeting date, the record date for the Annual Meeting and detailed information regarding~~of the ~~proposals~~Nasdaq toStock beMarket ~~presented at the Annual Meeting will be set forth in our Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission~~ (“~~SEC~~Nasdaq”). ~~Since~~notifying the ~~Annual~~Company ~~Meeting will take place more than 30 following the anniversary of the 2022 Annual Meeting of Shareholders~~that, ~~the due dates~~ for the ~~submission~~previous of30 ~~any~~consecutive ~~qualified~~business ~~shareholder~~days, ~~proposal or qualified shareholder nominations under applicable SEC rules and our Amended and Restated Bylaws (~~the ~~“Bylaws”)~~bid ~~listed in our Definitive Proxy Statement~~price ~~on Schedule 14A~~ for the ~~2022~~Company’s ~~Annual~~common ~~Meeting,~~stock ~~filed~~had ~~with~~closed below the ~~SEC~~minimum ~~on August 18, 2022, are no longer applicable~~$1.00 ~~Such~~per ~~nominations~~share orrequirement ~~proposals, including~~for ~~any~~continued ~~notice~~inclusion on ~~Schedule 14N, are now due to be received by~~ the ~~company~~Nasdaq ~~no later than 10 calendar days following the date of this~~Capital ~~8-K~~Market ~~and~~pursuant ~~must~~to ~~comply~~Nasdaq ~~with~~Listing ~~all~~Rule of5550(a)(2) (the ~~applicable~~“Bid ~~requirements~~Price ~~set forth in the rules and regulations of under the Securities Exchange Act of 1934, as amended, and the Bylaws~~Requirement”).

~~SIGNATURE~~In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), the Company has been provided an initial period of 180 calendar days, or until Wednesday, May 29, 2024 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Company’s common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance with the Bid Price Requirement, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). In addition, if, at any time before the Compliance Date, the bid price for the Company’s common stock closes at $0.10 or less for ten consecutive trading days, the Staff will issue a Staff Delisting Determination under Nasdaq Listing Rule 5810(c)(3)(A)(iii).

~~Pursuant~~If the toCompany does not regain compliance by the ~~requirements~~end of the ~~Securities~~compliance ~~Exchange~~period, ~~Act~~under ofNasdaq ~~1934~~Listing Rule 5810(c)(3)(A)(ii), if on the last day of the ~~registrant~~compliance ~~has~~period ~~duly~~the ~~caused~~Company ~~this~~is ~~report~~in tocompliance bewith ~~signed~~the market value of publicly held shares requirement for continued listing as well as all other standards for initial listing of its common stock on The Nasdaq Capital Market (other than the bid price requirement), the Company may be eligible for additional time if the Company also provides written notice to Nasdaq of its ~~behalf~~intention to cure the deficiency during a second compliance period, by effecting a reverse stock split, if necessary, at which point Nasdaq may grant the ~~undersigned~~Company ~~hereunto~~an ~~duly~~additional 180-days ~~authorized~~to regain compliance with the Bid Price Requirement.

	INVIVO THERAPEUTICS HOLDINGS CORP.
Date: November 30, 2023	By:	/s/ Richard Toselli
	Name:	Richard Toselli
	Title:	President and Chief Executive Officer

If the Company does not regain compliance with the Bid Price Requirement by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock may be delisted. At that time, the Company may appeal the Staff’s delisting determination to the Nasdaq Listing Qualifications Panel (the “Panel”). The Company expects that its common stock would remain listed pending the Panel’s decision. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.

SIGNATURES

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: December 1, 2023	By:	/s/ Richard Toselli
		Richard Toselli, M.D.
		Chief Executive Officer

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