InVivo Therapeutics Announces Warrant Exchange Offer with Intent to Up-List to a National Securities Exchange
CAMBRIDGE, Mass. (April 8, 2013) – InVivo Therapeutics Holdings Corp. (NVIV), a developer of groundbreaking technologies for the treatment of spinal cord injuries (SCI) and other neurotrauma conditions, today announced that it has commenced an offer to exchange outstanding warrants issued in 2010 to purchase approximately 15.0 million common shares (“2010 warrants”) for new warrants. The 2010 warrants have exercise prices of $1.40 and $1.00 per share and expire in 2015. One of the primary reasons for the offering is to facilitate the Company’s plans to uplist its stock to a national securities exchange such as NASDAQ or NYSE MKT.
InVivo is offering new warrants with modified terms that extend the warrant expiration date for an additional two years in exchange for elimination of a provision in the 2010 warrants that provides anti-dilution protection if shares are sold at prices below the warrant exercise prices. The exchange offer will expire at 11:59 p.m. on May 6, 2013 unless extended.
The purpose of the exchange offer is to remove the weighted average anti-dilution provisions from the 2010 warrants so InVivo’s financial statements more closely reflect its operating results and financial condition and to facilitate a listing of the Company’s common stock on a national securities exchange. Under generally accepted accounting principles, the anti-dilution provisions require the 2010 warrants to be valued and classified as a warrant liability on the balance sheet, resulting in negative stockholders’ equity. In addition, InVivo is required to revalue the 2010 warrants quarterly and has recorded significant non-cash derivative losses and gains which are not reflective of its actual operating performance. Both the NYSE MKT and NASDAQ require as part of their initial listing standards that a company have a minimum of $4 million of stockholders’ equity, which InVivo would have exceeded at December 31, 2012 if the anti-dilution clause was removed from all 2010 warrants and the $14.6 million warrant liability was reclassified to stockholders’ equity.
“We believe that the warrant exchange offer is mutually beneficial for the 2010 warrant holders, InVivo and our shareholders,” said Frank Reynolds, InVivo’s Chief Executive Officer. “For the warrant holders, the two year extension represents a significant increase in the value of the warrant while the anti-dilution clause being relinquished is unlikely to come into play as InVivo has raised $23.0 million at over $2.00 per share, and the Company’s current $185 million market capitalization is significantly higher since becoming a public company in 2010. For InVivo and our shareholders, the warrant exchange would remove a key impediment to the up-listing of our stock to the NYSE MKT or NASDAQ, which we will believe would increase liquidity and unlock additional value inherent in our company.”
Additional information concerning the offer to exchange is available via a webcast posted on InVivo’s website, www.invivotherapeutics.com.
This press release is for informational purposes only and is neither an offer to exchange nor a solicitation of an offer to exchange any of the company’s warrants. The offer to exchange will be made only pursuant to the Offer to Exchange, the related election to participate and other materials that are being mailed shortly to holders of warrants eligible to be exchanged in the offer and have been filed with the SEC. Holders of warrants eligible to be exchanged in the offer should read those materials and the documents incorporated therein by reference carefully because they will contain important information, including the various terms of, and conditions to, the exchange offer. The company has filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which includes the Offer to Exchange, the related election to participate and other materials, and is available at no charge at the Securities and Exchange Commission’s website at www.sec.gov, or from the company by calling (617) 863-5599. Holders of warrants eligible to be exchanged in the offer are urged to read those materials carefully prior to making any decisions with respect to the exchange offer.