Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2020, the Company held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's 2015 Equity Incentive Plan (as so amended, the "Incentive Plan") to increase the number of shares available for issuance thereunder by 400,000 shares. A copy of the Incentive Plan is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Articles of Incorporation to increase the number of shares of authorized common stock from 16,666,667 to 50,000,000 shares (the "Common Stock Amendment"). Following stockholder approval of the Common Stock Amendment, a Certificate of Amendment to the Company's Articles of Incorporation was filed with the Secretary of State of Nevada on August 4, 2020, at which time the Common Stock Amendment became effective.

This description of the Common Stock Amendment is qualified in its entirety by reference to the complete text of the Certificates of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Set forth below is a summary of the matters voted on at the Annual Meeting.





Election of Directors

The Company's stockholders elected Richard Toselli and Robert Rosenthal as Class III directors, each to serve for a three-year term expiring at the 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the stockholders' vote with respect to the election of such Class III directors were as follows:





                    For    Withheld Broker Non-Votes
Richard Toselli  1,091,135  93,826     2,061,828
Robert Rosenthal 1,078,153 106,808     2,061,828

Approval of Common Stock Amendment

The Company's stockholders approved the Common Stock Amendment. The results of the stockholders' vote with respect to such amendment were as follows:





  For:   2,690,929
Against:  535,573
Abstain:  20,287

Approval of Preferred Stock Amendment

The Company's stockholders did not approve the proposal amend the Company's Articles of Incorporation to authorize 1,000,000 shares of "blank-check" preferred stock (the "Preferred Stock Amendment"). The results of the stockholders' vote with respect to the Preferred Stock Amendment such amendment were as follows:





      For:        909,661
    Against:      269,460
    Abstain:       5,840
Broker Non-Votes 2,061,828

Approval of Amendment to 2015 Equity Incentive Plan

The Company's stockholders approved an amendment to the Company's 2015 Equity Incentive Plan to increase the shares available for issuance thereunder by 400,000 shares. The results of the stockholders' vote with respect to such amendment were as follows:





      For:        1,019,530
    Against:       154,174
    Abstain:       11,257
Broker Non-Votes: 2,061,828

Ratification of the Appointment of RSM US, LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020

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, 2020. The results of the stockholders' vote with respect to such ratification were as follows:





  For:   3,097,173
Against:  73,013
Abstain:  76,603

Item 9.01. Financial Statements and Exhibits.





(d)      Exhibits



Exhibit No.                                 Description
  3.1           Certificate of Amendment to Articles of Incorporation filed with the
              Nevada Secretary of State, dated August 4, 2020.
  99.1          InVivo Therapeutics Holdings Corp. 2015 Equity Incentive Plan, as
              amended.

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