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):~~ December 129, 2023

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

INVIVO THERAPEUTICS HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

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

~~One~~1500 ~~Kendall~~District ~~Square~~Avenue Burlington, ~~Suite~~MA ~~B14402~~01803

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 Last~~since ~~Report~~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 (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 3 5.~~01 Notice~~07. Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On December 129, 2023, InVivo Therapeutics Holdings Corp. (the “Company”) held ~~received~~its a2023 ~~deficiency~~Annual ~~letter~~Meeting ~~from~~of ~~the~~Stockholders ~~Listing Qualifications Department~~ (the “~~Staff”)~~Annual ~~of the Nasdaq Stock Market (“Nasdaq~~Meeting”). ~~notifying~~Set ~~the~~forth ~~Company~~below ~~that,~~is ~~for~~a ~~the~~summary ~~previous~~of ~~30 consecutive business days,~~ the ~~bid~~matters ~~price for~~voted ~~the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion~~ on ~~the Nasdaq Capital~~ ~~Market~~at ~~pursuant to Nasdaq Listing Rule 5550(a)(2) (~~the ~~“Bid~~Annual ~~Price Requirement”)~~Meeting.

~~In accordance~~Election ~~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).Directors

~~If the~~The Company’s ~~does~~stockholders ~~not~~elected ~~regain~~Robert ~~compliance~~Rosenthal byand ~~the~~Richard Toselli ~~end~~as ofClass ~~the~~III ~~compliance period~~directors, ~~under~~each ~~Nasdaq~~to ~~Listing~~serve ~~Rule~~for ~~5810(c)(3)(A)(ii),~~a ifthree-year onterm ~~the~~expiring ~~last day~~at of the ~~compliance period the~~ Company’s is2026 inAnnual ~~compliance~~Meeting ~~with the market value~~ of ~~publicly held shares requirement for continued listing~~Stockholders. asThe ~~well~~results ~~as all other standards for initial listing~~ of ~~its common stock on The Nasdaq Capital Market (other than~~ the ~~bid~~stockholders’ ~~price~~vote ~~requirement), the~~with ~~Company~~respect ~~may~~to ~~be eligible for additional time if~~ the ~~Company~~election ~~also provides written notice to Nasdaq~~ of ~~its~~such ~~intention~~Class toIII ~~cure~~directors ~~the~~were ~~deficiency during~~as ~~a second compliance period, by effecting a reverse stock split, if necessary, at which point Nasdaq may grant the Company an additional 180-days to regain compliance with the Bid Price Requirement.~~ follows:

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.

	For		Withheld		Broker Non-Votes
Robert Rosenthal		467,922		131,079		741,666
Richard Toselli		472,650		126,351		741,666

~~The~~Ratification ~~Company~~of ~~intends to monitor~~ the ~~closing~~Appointment ~~bid price~~ of ~~its~~RSM ~~common stock and may~~US, ifLLP ~~appropriate,~~as ~~consider~~the ~~available~~Company’s Independent ~~options~~Registered toPublic ~~regain~~Accounting ~~compliance~~Firm ~~with~~for the ~~Bid~~Fiscal ~~Price~~Year ~~Requirement.~~Ending December 31, 2023

~~SIGNATURES~~The Company’s stockholders ratified the appointment of RSM US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to such ratification were as follows:

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.

	For:				1,230,429
	Against:				59,740
	Abstain:				50,498

	INVIVO THERAPEUTICS HOLDINGS CORP.
Date: December 1, 2023	By:	/s/ Richard Toselli
		Richard Toselli, M.D.
		Chief Executive Officer

SIGNATURE

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: January 3, 2024	By:	/s/ Richard Toselli
	Name:	Richard Toselli
	Title:	President and Chief Executive Officer

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